Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, 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, costs, expenses 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Company hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and local the Administrative Agent’s other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and of each Agent its affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs occurrence and expenses during the continuance of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence and during the continuance of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the counsel for Lenders); (iiib) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (ivc) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Party the Company or any of its Subsidiaries, the Release, generation, storage, treatment, transportation, handli ng 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 any Credit Party the 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 in connection with or relating to any Credit Partyasserted against the Company, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Company or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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 decision) of the Person to be indemnifiedjurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree Company agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The U.S. Credit Agreement Parties hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Agents, the Administrative Agent and Co-Collateral Agent, the Intermediate Holdco Paying Agent, Agents and the Deposit Bank their respective Affiliates (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx Xxxxxx & Case Xxxxx LLP on behalf of the Administrative Agent and the Co-Collateral Agents and one reasonable and necessary special counsel for the Administrative Agent and the Co-Collateral Agents, up to one local and foreign counselcounsel in each applicable jurisdiction) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each the Administrative Agent and the Co-Collateral Agents and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable documented out-of-pocket costs and expenses of each Agentthe Administrative Agent and Co-Collateral Agents and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit Documents other Credit Documents, appraisals and field examinations conducted hereunder, and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and Co-Collateral Agents and, after the occurrence of an Event of Default, no more than one outside law firm (including in-house counselin addition to any reasonably necessary special counsel and up to one local counsel in each applicable local jurisdiction) for each Agentretained by the Issuing Lenders and Lenders unless, in the reasonable opinion of those Lenders seeking enforcement of any of the Credit Documents, representation of all Lenders would be inappropriate due to the existence of an actual or potential conflict of interest, in which case, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, Borrowers shall reimburse the Intermediate Holdco Paying Agent, legal fees and expenses of no more than such number of additional outside counsel for the Deposit Bank and each Lenders as is necessary to avoid such actual or potential conflict of the Lenders)intent; (iii) pay and hold the Administrative Agent, each of the Co-Collateral Agents, each of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, documentary transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Co-Collateral Agents, each of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 AgentsAdministrative Agent, the such Co-Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsAffiliates, trustees and agents investment advisors (each, an “Indemnified PersonIndemnitee”, and collectively, the “Indemnitees”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actionsRemedial 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender Indemnitee is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actionsdamages or expenses relating to (v) the matters referred to in Sections 2.10, costs2.11, expenses 3.06, 5.04 and disbursements to 5.05 (which shall be the extent sole remedy in respect of the matters set forth therein), (w) incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) brought solely by an Affiliate of such Indemnitee, (y) resulting from a breach of the Person Credit Documents by such Indemnitee or (z) relating solely to be indemnified)disputes among Indemnitees and not involving the Sponsors, the Borrower or any of their Affiliates, 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 operated by any Credit Party Aleris or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by Aleris or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party Aleris or any of its Subsidiaries, the non-compliance by Aleris 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 in connection with or relating to any Credit Partyasserted against Aleris, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party Aleris or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of one counsel for the Administrative Agent and independent the Co-Collateral Agents and no more than one outside law firm retained by the Issuing Lenders and the Lenders and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent (w) incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) brought solely by an Affiliate of such Indemnitee, (y) resulting from a breach of the Person Credit Documents by such Indemnitee, or (z) relating solely to be indemnified))disputes among Indemnitees and not involving the Sponsors, the Borrowers or any of their Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the any Co-Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No party to this Agreement shall be responsible or liable to any other party to this Agreement (or any such party’s Affiliates, officers, directors, employees, representatives, Agents or investment advisors) for (and each such party hereby waives) any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of the Credit Documents or the transactions contemplated hereby and thereby.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally Borrowers hereby agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of (i) the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, the reasonable fees and disbursements of White & Case Blank Rome LLP and the Administrative Agent’s and Collateral Agent’s one local counsel in each applicable jurisdiction (if applicable) and, in the case of the UK Security Documents to be executed in connection with the Closing Date, one additional local counsel, and foreign counselconsultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(l)) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, thereto and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Loan Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (includingcase, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for the Administrative Agent, the Collateral Agent and after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (b) pay and hold the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the AgentsAdministrative Agent, the Collateral Agent, each of the Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 AgentsAdministrative Agent, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (ivc) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, 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 and all fees, expenses and costs incurred by any Indemnified Person in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) 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 any he Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the Transaction or the consummation of the Transactions or any other transactions transaction contemplated by herein or in any other Loan Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Loan Documents (but excluding including without limitation any such liabilitiesamount payable by an Agent to a bank under a control agreement, obligations, losses, damages, penalties, claims, actions, costsincluding any amount for fees, expenses and disbursements to the extent incurred by reason or indemnification of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnifiedbank), or (bii) the any actual or alleged presence or Release of Hazardous Materials in the air, surface water on any property currently or groundwater or on the surface or subsurface of any Real Property at any time owned, leased formerly owned or operated by any Credit Party Parent Guarantor, the Borrower Agent or any of its their Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim related in connection with or relating any way to any Credit PartyParent Guarantor, the Borrower Agent, any of its their Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party Parent Guarantor, the Borrower Agent or any of its their Subsidiaries, in each caseprovided that indemnity shall not, includingas to any Indemnified Person, without limitationbe available to the extent that such losses, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, lossesclaims, damages, penaltiesliabilities, claims, actions, costs, penalties or related expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as x) are determined by a court of competent jurisdiction in by final judgment to have resulted primarily from (1) the gross negligence, bad faith or willful misconduct of such Indemnified Person or (2) a final and non-appealable decision) material breach of the obligations under this Agreement of such Indemnified Person or any of such Indemnified Person’s Affiliates or of any of its or their respective officers, directors, employees, Agents, advisors or other representatives of the foregoing under this Agreement to be indemnified))the extent caused by such Indemnified Person’s gross negligence, bad faith or willful misconduct or (y) result from any proceeding (other than a proceeding by or against the Administrative Agent or the Collateral Agent acting in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, Agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnified Persons not arising from any act or omission of a Loan Party or any of its Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the full extent permitted by applicable law, no Loan Party shall assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transaction contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transaction contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrowers agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally Borrowers agree to: (i) whether or not the transactions Transaction herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the AgentsAgents in connection with the negotiation, preparation, execution and delivery of the Collateral Agent, the Intermediate Holdco Paying Agent, Credit Documents and the Deposit Bank documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case LLP Xxxxxxx and local counsel to the Banks) with prior notice to the Borrowers of the engagement of any counsel and foreign counsel(y) of each of the Banks in connection with the negotiation, preparation, execution, delivery and administration enforcement of this Agreement and the other Credit Documents (includingincluding in connection with any "work-out" or other restructuring of the Borrowers' Obligations or in connection with any bankruptcy, without limitation, reorganization or similar proceeding with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Depositsany Credit Party or its Subsidiaries) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders)Banks) with prior notice to the Borrowers of the engagement of any counsel and the reasonable fees and expenses of any appraisers or any consultants or other advisors engaged with prior notice to the 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 Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders Banks harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such LenderBank) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective its officers, directors, employees, representatives, trustees, advisors, 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 (including, costswithout limitation, any and all losses, liabilities, claims, damages or expenses and disbursements arising 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions transaction contemplated in any Credit Document, including, without limitation, the documented reasonable fees and disbursements of counsel incurred by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents them (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local the Administrative Agent’s other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and of each Agent its Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel and consultants (including in-house counselincluding, without limitation, any inventory consultants) for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, agents, affiliates, trustees and agents (each, an “Indemnified Person”) 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Party the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng 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 any Credit Party the 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 in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Borrower or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, Agents and the Deposit Bank their respective affiliates (including, without limitation, the reasonable fees and disbursements of White Xxxxx Xxxx & Case Xxxxxxxx LLP and local the Agents’ other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent the Agents in connection with its their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than Agents and, after the legal fees and expenses occurrence of White & Case LLPan Event of Default, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Agents and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Lenders); (iiiii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (iviii) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents investment advisors (eacheach 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 any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or (b) the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))Documents. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Magellan shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No Indemnified Person shall be liable for any 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 other than for direct or actual damages resulting from the gross 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 Indemnified Person shall have any liability for any special, 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. The Credit Agreement Parties Borrowers jointly and severally agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, including the reasonable fees and disbursements of White Cravath, Swaine & Case Mxxxx LLP and no more than one local and one foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect counsel to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred applicable jurisdiction) in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than and the legal fees documents and expenses of White & Case LLPinstruments referred to therein and any amendment, waiver or consent relating thereto and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or Administrative Agent’s syndication efforts with respect to prepare security documentation governed by local or foreign lawthis Agreement; (iib) pay all reasonable out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (includingand, without limitationafter an Event of Default shall have occurred and be continuing, the reasonable fees and disbursements of counsel) and the protection of the rights of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, including the reasonable fees and disbursements of one counsel (including in-house counsel) plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuers and each of the Lenders); (iiic) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (ivd) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, Letter of Credit Issuer and each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and their affiliates and each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, affiliates 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, actions, costs, damages or expenses 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 the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Letter of Credit Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated by in any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)), or (bii) the actual or alleged presence or Release of Hazardous Materials in the airon, surface water at or groundwater from any real property currently or on the surface or subsurface of any Real Property at any time owned, leased formerly owned or operated by any Credit Party Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its SubsidiariesEnvironmental Claim, in each case, including, without limitation, including the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to 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.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree to: Borrower agrees that it shall (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of each of the AgentsAgents and their Affiliates (which shall be limited, in the Collateral Agentcase of legal fees, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, to the reasonable and documented fees and disbursements of White & Case LLP one legal counsel to the Administrative Agent and the Lead Arrangers, local counsel and foreign counselmaritime counsel (as necessary) to the Administrative Agent) in connection with the syndication of the Credit Facility, the preparation, negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or theretothereto (whether or not the transactions herein contemplated are consummated), and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable and documented out-of-pocket fees, costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents Agents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house excluding in‑house counsel) for each Agent, of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and for each of the Lenders); ) in connection with the enforcement or protection of its rights (A) in connection this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and (B) in connection with the Loans made hereunder, including such expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iii) pay any amounts payable to the Administrative Agent and hold each the Collateral Agent pursuant clauses (a) and (b) of this Section 11.01 shall include the Agents, costs of utilizing the Administrative Agent’s and the Collateral Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Administrative Agent and the Collateral Agent may notify to the Borrowers and the Lenders, and is in addition to any fee paid or payable to the Administrative Agent and the Collateral Agent under this Section 11.01. (b) In addition, the Borrower shall indemnify the Agents and each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, trustees, employees, representatives, trustees, advisors, representatives and agents (eachcollectively, an the “Indemnified PersonParties”) from from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits and out-of-pocket costs, expenses and disbursements (including reasonable and documented out-of-pocket 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 any Agentof the Agents, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any the Loans hereunder or the Transaction or the consummation of any other transactions contemplated by herein, or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents Documents, (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (bii) the actual or alleged presence of Hazardous Materials in the air, surface water on or groundwater from any Collateral Vessel or on the surface real property or subsurface of any Real Property facility at any time owned, leased owned or operated by any Credit Party the Borrower or any of its Subsidiaries, Subsidiary, (iii) the Release, generation, storage, transportation, handli ng handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by any Credit Party or any of its Subsidiaries, the Borrower, (iv) the non-compliance of any Real Property Collateral Vessel or any real property or facility at any time owned or operated by the Borrower or any Subsidiary with Environmental Law or applicable foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder), (v) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries Subsidiary or any of their operations or activities Collateral Vessel or any Real Property real property or facility at any time owned, leased owned or operated by the Borrower or any Subsidiary Guarantor, or (vi) the conduct of any Credit Party or any of its Subsidiariespartners, directors, officers, employees, agents or advisors, that violates any Sanctions Laws, 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 (but case excluding any such losses, liabilities, obligations, lossesclaims, damages, penalties, claimsactions, actionsjudgments, suits, costs, disbursements or expenses and disbursements to the extent incurred by reason of the gross negligence of, the breach in bad faith of the Credit Documents by, or willful misconduct (of, any such Indemnified Party or by reason of a failure by any such Indemnified Party to fund its Commitments as determined required by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))this Agreement. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing, no party hereto shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Credit Agreement Parties Borrowers jointly and severally agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, including the reasonable fees and disbursements of White Cravath, Swaine & Case Xxxxx LLP and no more than one local and one foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect counsel to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred applicable jurisdiction) in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than and the legal fees documents and expenses of White & Case LLPinstruments referred to therein and any amendment, waiver or consent relating thereto and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or Administrative Agent’s syndication efforts with respect to prepare security documentation governed by local or foreign lawthis Agreement; (iib) pay all reasonable out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (includingand, without limitationafter an Event of Default shall have occurred and be continuing, the reasonable fees and disbursements of counsel) and the protection of the rights of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, including the reasonable fees and disbursements of one counsel (including in-house counsel) plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuers and each of the Lenders); (iiic) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (ivd) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, Letter of Credit Issuer and each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and their affiliates and each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, affiliates 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, actions, costs, damages or expenses 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 the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Letter of Credit Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated by in any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)), or (bii) the actual or alleged presence or Release of Hazardous Materials in the airon, surface water at or groundwater from any real property currently or on the surface or subsurface of any Real Property at any time owned, leased formerly owned or operated by any Credit Party the US Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its SubsidiariesEnvironmental Claim, in each case, including, without limitation, including the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to 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.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree to: Borrower shall: (i) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents, Administrative Agent in the Collateral Agent, administration (both before and after the Intermediate Holdco Paying Agentexecution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of, and in connection with the Deposit Bank preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of White & Case LLP counsel for the Administrative Agent), and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration case of enforcement of this Agreement and the other or any Credit Documents (includingDocument after an Event of Default, without limitationall such reasonable, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees actually incurred and disbursements of counsel) and the protection of the rights of each Agent), the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each any of the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (iii) , pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Taxes with respect to the foregoing mattersthis Agreement, the performance Line of any obligation under this Agreement or Credit Notes and any other Credit Document Documents, any collateral described therein, or any payment payments due thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxesTaxes; and (iii) indemnified the Administrative Agent and (iv) indemnify each AgentLender and each director, the Collateral Agentofficer, each Issuing Lenderemployee, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, and agents agent thereof (each, an “Indemnified Person”"Indemnitee") from from, and hold each of them harmless against against, and reimburse each Indemnitee, upon its demand, for any and all liabilitieslosses, obligations (including removal or remedial actions), lossesclaims, damages, penalties, claims, actions, costs, liabilities or other expenses and disbursements ("Losses") incurred by, imposed on by such Indemnitee insofar as such Losses arise out of or assessed against any of them as a result of, or arising out of, or are in any way related toto or result from this Agreement, the Line of Credit Notes or by reason ofany other Credit Documents or the financing provided hereby, (a) including, without limitation, Losses arising in connection with any investigation, litigation or other legal proceeding relating to any of the foregoing (whether or not any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender such Indemnitee is a party thereto thereto) and whether or the reasonable attorneys fees and expenses actually incurred in connection therewith; provided, however, that the foregoing shall not apply to any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of Losses resulting from the gross negligence or willful misconduct of such Indemnitee; (as determined by a court of competent jurisdiction iv) without limiting the indemnities set forth in a final subsection (iii) above, indemnify each Indemnitee for any and non-appealable decision) of the Person to be indemnifiedall expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or (b) indemnity and including the actual cost of investigating or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of defending any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, claim and whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulationssuch claim is ultimately defeated, and ordinances (including applicable permits thereunder) applicable to any Real Propertywhether such claim arose before, during or any Environmental Claim in connection with or relating to after any Credit Party's ownership, any operation, possession or control of its Subsidiaries business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of their operations any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or activities destruction of natural resources), penalties and fines of any kind or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, nature whatsoever (including without limitation in each case, including, without limitation, all cases the reasonable fees actually incurred, other charges and disbursements of counsel and independent consultants incurred in connection with therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any such investigationrights or remedies by any Indemnitee under this Agreement, litigation any other Credit Document or other proceeding any related documents (but excluding those incurred, suffered or sustained by any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred Indemnitee as a result of any action taken by reason or on behalf of the gross negligence Lenders with respect to any Subsidiary of Borrower (or willful misconduct (as determined the assets thereof) owned or controlled by a court of competent jurisdiction in a final the Lenders. If and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnifyobligations of Borrower under this Section 10.04 are unenforceable for any reason, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties Borrower hereby agree agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, Administrative Agent and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith thereto (including, without limitation, the reasonable fees and disbursements of counselXxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the protection creation and perfection of the rights Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Joint Lead Arrangers and each of the Lenders thereunder 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 reasonable fees and disbursements of counsel (including in-house counsel) for each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of 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) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, documentary, transfer, sales and use, value added, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Letter of Credit Issuer and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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, (ax) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 at any time owned, leased or operated by any Credit Party either of Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party 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 in connection with asserted against Holdings or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party Holdings or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the AgentsAdministrative Agent and Banc One Capital Markets, Inc. ("BOCM") in connection with (A) the Collateral Agentnegotiation, the Intermediate Holdco Paying Agentpreparation, execution and delivery and administration of this Credit Agreement and the Deposit Bank other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements expenses of White Mayer, Brown, Rowe & Case LLP and local and foreign counsel) in connection with the negotiationMaw, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect special counsel to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked DepositsAdministrative Agent) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with (B) any amendmentxxxxdment, 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, and of each Agent in connection with its syndication efforts with respect renegotiation or restructure relating to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged performance by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; Borrower under this Credit Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and each of the Lenders in connection with the (A) enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitationin connection with any such enforcement, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and each of the Lenders harmless from (including the allocated cost of internal counsel)) and against (B) 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, the performance of any obligation under this Agreement bankruptcy or any other Credit Document or any payment thereunder, and save each insolvency proceeding of the Agents, Borrower and (iii) indemnify the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank BOCM 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective its officers, directors, employees, representatives, trustees, advisors, 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, actions, costs, damages or expenses 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 any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank BOCM or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans (including other extensions of credit) hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each caseDocument, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) on the part of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree toBorrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, Agents and the Deposit Bank Lenders (including, without limitation, the reasonable fees and disbursements of White Xxxxxxxx & Case LLP Xxxxx LLP, other counsel to the Administrative Agent and local and foreign counsel) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Agents and of each Agent Lenders in connection with its their respective syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and for each of the Lenders); (iiiii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxesTaxes; and (iviii) indemnify each Agentthe Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, trustees, employees, representatives, trustees, advisors, 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, penalties, claims, actions, judgments, suits, costs, expenses expenses, Taxes 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 any Agentof the Agents, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by herein, or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)Documents, or (by) 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 property at any time owned, leased owned or operated by any Credit Party the Parent or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by any Credit Party the Parent 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 in connection with or relating to any Credit Partyasserted against Borrower, any of its Subsidiaries or any of their operations Vessel or activities or any Real Property property at any time owned, leased owned or operated by any Credit Party the Parent or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, obligations, lossesclaims, damages, penalties, claimsactions, actionsjudgments, suits, costs, disbursements or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)indemnified or those incurred as a result of any disputes among the Administrative Agent and/or the Lenders). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s local maritime counsel and foreign counselthe Administrative Agent’s consultants, including, without limitation, BankAssure Insurance Services Inc. or such other firm of independent marine insurance brokers that produces an insurance report pursuant to in clause (viii) of the definition of “Collateral and Guaranty Requirements”) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or theretothereto and any contemplated Redomestication, and of each the Administrative Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseparty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower, or any of its the Parent’s other Subsidiaries, the Release, generation, storage, transportation, handli ng handling, disposal or disposal Release of Hazardous Materials by the Parent, the Borrower or any of the Parent’s other Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, the non-compliance noncompliance of any Rig or Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Parent, any of its Subsidiaries the Borrower or any of their operations or activities the Parent’s other Subsidiaries, or any Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local the Administrative Agent’s other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, each of the Administrative Agent and of each Agent its Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Lenders)) in each case promptly following receipt of a reasonably detailed invoice therefor; (iiiii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Administrative Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, affiliates, trustees, advisors, 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Term Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Party the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng 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 any Credit Party the 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 in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Borrower or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) To the full extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for consequential, special, indirect or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree to: Borrower shall: (i) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents, Administrative Agent in the Collateral Agent, administration (both before and after the Intermediate Holdco Paying Agentexecution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of, and in connection with the Deposit Bank preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of White & Case LLP counsel for the Administrative Agent), and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration case of enforcement of this Agreement and the other or any Credit Documents (includingDocument after an Event of Default, without limitationall such reasonable, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees actually incurred and disbursements of counsel) and the protection of the rights of each Agent), the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each any of the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.08(b); (iii) , pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Taxes with respect to the foregoing mattersthis Agreement, the performance of any obligation under this Agreement or Revolving Notes and any other Credit Document Documents, any collateral described therein, or any payment payments due thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxesTaxes; and (iii) indemnified the Administrative Agent and (iv) indemnify each AgentLender and each director, the Collateral Agentofficer, each Issuing Lenderemployee, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, and agents agent thereof (each, an “Indemnified Person”"Indemnitee") from from, and hold each of them harmless against against, and reimburse each Indemnitee, upon its demand, for any and all liabilitieslosses, obligations (including removal or remedial actions), lossesclaims, damages, penalties, claims, actions, costs, liabilities or other expenses and disbursements ("Losses") incurred by, imposed on by such Indemnitee insofar as such Losses arise out of or assessed against any of them as a result of, or arising out of, or are in any way related toto or result from this Agreement, the Revolving Notes or by reason ofany other Credit Documents or the financing provided hereby, (a) including, without limitation, Losses arising in connection with any investigation, litigation or other legal proceeding relating to any of the foregoing (whether or not any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender such Indemnitee is a party thereto thereto) and whether or the reasonable attorneys fees and expenses actually incurred in connection therewith; provided, however, that the foregoing shall not apply to any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of Losses resulting from the gross negligence or willful misconduct of such Indemnitee. (as determined by a court of competent jurisdiction iv) without limiting the indemnities set forth in a final subsection (iii) above, indemnify each indemnitee for any and non-appealable decision) of the Person to be indemnifiedall expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or (b) indemnity and including the actual cost of investigating or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of defending any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, claim and whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulationssuch claim is ultimately defeated, and ordinances (including applicable permits thereunder) applicable to any Real Propertywhether such claim arose before, during or any Environmental Claim in connection with or relating to after any Credit Party's ownership, any operation, possession or control of its Subsidiaries business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of their operations any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including Without limitation damages for contamination or activities destruction of natural resources), penalties and fines of any kind or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, nature whatsoever (including without limitation in each case, including, without limitation, all cases the reasonable fees actually incurred, other charges and disbursements of counsel and independent consultants incurred in connection with therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any such investigationrights or remedies by any Indemnitee under this Agreement, litigation any other Credit Document or other proceeding any related documents (but excluding those incur-red, suffered or sustained by any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred Indemnitee as a result of any action taken by reason or on behalf of the gross negligence Lenders with respect to any Subsidiary of Borrower (or willful misconduct (as determined the assets thereof owned or controlled by a court of competent jurisdiction in a final the Lenders. If and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnifyobligations of Borrower under this Section 10.04 are unenforceable for any reason, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties Borrower hereby agree agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out-of-pocket costs and expenses (a) of the Agents, Administrative Agent (limited in the Collateral Agent, the Intermediate Holdco Paying Agent, case of legal fees and the Deposit Bank (including, without limitation, expenses to the reasonable fees and documented or invoiced fees, disbursements and other charges of White & Case LLP one outside counsel and of one local counsel (in each case, as selected by the Administrative Agent) to the Administrative Agent and foreign counselLenders, taken as a whole, in any relevant material jurisdiction) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, modification, waiver or consent relating hereto or theretothereto and (b) of the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each Agent of the Lenders in connection with its syndication efforts with respect any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees herein and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery therein or (z) refinancing or restructuring of the Credit Documents other than credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (limited in the case of legal fees fees, in the case of each of clause (x), (y) and expenses of White & Case LLP(z) above, to the reasonable and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local documented or foreign law; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent, ) for the Collateral Administrative Agent and the Lenders and their respective Affiliates (taken as a whole); and (ii) indemnify the Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (includingtheir respective Affiliates, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, and agents (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actionsand reasonable and documented out-of-pocket expenses (limited in the case of legal fees and expenses to the reasonable fees, costsdisbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, expenses and disbursements in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local real estate counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) 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 claim, investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or any Lender is a party thereto and whether or not any such claim, investigation, litigation or other proceeding is between brought by or among on behalf of any AgentLoan Party, the Collateral Agent, Permitted Holders and their respective Affiliates and creditors and any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any other third Person or otherwiseperson) related to the entering into and/or performance of this Agreement or Agreement, any other Loan Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of the Transactions or any other transactions contemplated by herein or in any other Loan Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilitiesLoan Documents, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party Borrower or any of its Restricted Subsidiaries, (c) the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials of Environmental Concern by Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party Borrower or any of its Restricted Subsidiaries, (d) the non-compliance by Borrower or any of its Restricted Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits issued thereunder) applicable to any Real Property), or (e) any Environmental Claim in connection with related claim asserted against Borrower or relating to any Credit Party, any of its Restricted Subsidiaries or any of their operations or activities or any Real Property at any time currently owned, leased or operated by any Credit Party Borrower or any of its Restricted Subsidiaries, including, in each case, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that no Indemnified Person will be indemnified for any such liabilitiesloss, obligationsclaim, lossesdamage, damagesliability, penalties, claims, actions, costs, expenses and disbursements cost or expense to the extent incurred by reason of it has resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (y) any dispute between and among Indemnified Persons that a court of competent jurisdiction has determined in a final and non-appealable decision did not involve actions or omissions of any Affiliate of Borrower or any of its Restricted Subsidiaries. None of Borrower, the Restricted Subsidiaries, the Administrative Agent, any Lender, or any of their respective Affiliates or any other Indemnified Person to shall be indemnified))liable for any indirect, special, punitive, exemplary or consequential damages in connection with this Agreement, the Transaction, the Term Facility or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 12.01 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. To the full extent permitted by applicable law, each of Borrower, the Restricted Subsidiaries, any Administrative Agent, any Lender, or any of their respective Affiliates or any other Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Loan Party, Permitted Holder nor any of their respective Affiliates will, without the prior consent of the relevant Indemnified Person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination (a) includes an unconditional release of each relevant Indemnified Person from all liability arising out of or directly and indirectly relating thereto and (b) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree to: (i) agree, whether or not the transactions herein contemplated are consummated, to: (i) pay all reasonable documented (pursuant to summary form invoices which may be redacted for privileged information) fees, out-of-pocket audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other documented costs and expenses of the Agentsevery type and nature of each Agent (including internal costs of such Agent incurred on a per diem basis, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White Milbank, Tweed, Xxxxxx & Case XxXxxx LLP and local and foreign counselcounsel and consultants, the fees, expenses and disbursements of the Lender Advisors, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) in connection with (A) the negotiation, preparation, executionexecution and delivery of this Agreement, delivery other Credit Documents, the documents and instruments referred to herein and therein or any proposal letter or commitment letter issued in connection therewith; (B) the Administrative Agent’s periodic audits of the Borrowers or any of their Subsidiaries, as the case may be; (C) the funding of all loans; (D) the creation, perfection or protection of the Liens under any applicable Credit Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (E) the ongoing administration of this Agreement Agreement, including consultation with attorneys in connection therewith and with respect to each Agent’s and each Lender’s rights and responsibilities hereunder and under the other Credit Documents; (F) any amendment, waiver, consent, assignment, restatement or supplement relating to this Agreement, other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein therein; and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its (G) syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; ; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders (including, without limitation, the fees and disbursements of counsel (including costs of in-house counsel and costs of settlement) and consultants for each Agent, the Collateral Agent and each of the Lenders) in connection with (A) the enforcement of this Agreement, other Credit Documents and the Cre- dit Documents documents and instruments referred to herein or therein or the enforcement of Obligations or any security therefore; (B) the exercise or enforcement of any right or remedy available by reason of a Default or Event of Default; (C) 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 proceeding; (D) the commencement, defense or intervention in any court proceeding or filing a petition, complaint, answer, motion or other pleading relating in any way to the Obligations, any Credit Party, any of the U.S. Borrower’s Subsidiaries, this Agreement or any other Credit Document and the documents and instruments referred to therein or entered into the Cases; (E) the response to, and preparation for, any subpoena or delivered request for document production with which any Agent or Lender is served or deposition or other proceedings in connection therewith which such Agent or Lender is called to testify, in each case, relating in any way to the Obligations, any Credit Party, any of the Borrowers’ Subsidiaries, this Agreement or any other Credit Documents and the documents and instruments referred to herein or therein; (including, without limitation, the reasonable fees and disbursements of counselF) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders thereunder under this Agreement, other Credit Documents and the documents and instruments referred to herein or therein; or (G) taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (A) through (F) above (including the Cases). (iii) pay all documented (pursuant to summary form invoices which may be redacted for privileged information) fees, out-of-pocket costs and expenses of each Agent, the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and local and foreign counsel and consultants), the Lenders, and the Prepetition Lenders in connection with (A) the Prepetition Facility and other Prepetition Loan Documents and the documents and instruments referred to therein; (B) any amendment, waiver, consent, assignment, restatement or supplement relating to the Prepetition Facility, other Prepetition Documents and the documents and instruments referred to therein; (C) the creation, perfection or protection of the Liens under any applicable Prepetition Loan Document (including in-house counsel) any reasonable fees, disbursements and expenses for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenderslocal counsel in various jurisdictions); (iiiD) the commencement, defense or intervention in any court proceeding or filing a petition, complaint, answer, motion or other pleading relating in any way to the Prepetition Loan Documents; and (E) the response to, and preparation for, any subpoena or request for document production with which any Agent is served or deposition or other proceedings in which such Agent is called to testify, in each case, relating in any way to the Prepetition Loan Documents; (iv) pay all documented (pursuant to summary form invoices which may be redacted for privileged information) fees and expenses of the Lender Advisors; (b) The Credit Agreement Parties jointly and severally agree, whether or not the transactions herein contemplated are consummated, to pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, goods and services, harmonized sales, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders harmless from and against any and all liabilities (including, without limitation, penalties and interest) with respect to or resulting from any delay or omission (other than to the extent attributable to the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (c) The Credit Agreement Parties jointly and (iv) severally agree, whether or not the transactions herein contemplated are consummated, to indemnify each Agent, the Collateral Agent, each Issuing Lender, Lender and each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons its respective affiliates and its and their respective officers, directors, employees, representatives, trustees, advisors, 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 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among on behalf of any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the any other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Agreement Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by any Credit Agreement Party 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 Liability in connection with or relating to any Credit Agreement Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Agreement Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligationsobligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including attorneys’ and consultants’ fees and disbursements) 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Credit Agreement Parties Borrowers jointly and severally hereby agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP one counsel for the Administrative Agent, one counsel in each relevant local jurisdiction and local and foreign one regulatory counsel) incurred in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and of each Agent its Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however(y) the Administrative Agent, that each Issuing Lender and the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred Swingline Lender in connection with the initial negotiation, preparation, execution Back-Stop Arrangements entered into by such Persons and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by (z) the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (includingwith 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; provided, without limitationhowever, that in the absence of conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one counsel (and one local counsel in each relevant jurisdiction and one regulatory counsel, if applicable) and for the protection of the rights of each Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders), such counsel to be selected by the Administrative Agent; (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such LenderLender as a result of the gross negligence or willful misconduct of such Person (as determined by a court of competent jurisdiction in a final and non-appealable decision)) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective directors, officers, directors, employees, advisors, agents, affiliates (including, without limitation, controlling persons), successors, partners, representatives, trustees, advisors, trustees and agents assignees (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including, without limitation, consequential damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including documented fees, disbursements, disbursements and other charges of one primary counsel and one local counsel for each relevant jurisdiction to such Indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Party the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by the U.S. Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the U.S. Borrower or any of its Subsidiaries, the non-compliance by the U.S. 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 in connection with or relating to any Credit Partyasserted against the U.S. Borrower, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the U.S. Borrower or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection provided that no Credit Party shall have any obligation hereunder to any Indemnified Person with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements respect to indemnified liabilities to the extent incurred it has been determined by reason a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person; provided further that the liabilities arising solely pursuant to clause (as determined by a court of competent jurisdiction in a final and non-appealable decisioniii)(b) of this Section 13.01(a), shall not include any liabilities that would not have arisen but for the Person to be indemnified))execution of this Agreement or any other Credit Document. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrowers 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. (b) To the full extent permitted by applicable law, each Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s local maritime counsel and foreign counselthe Administrative Agent’s consultants) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each the Administrative Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iviii) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents Documents, or (b) the Release of Hazardous Materials by the Borrower or any of the Borrower’s Subsidiaries into the air, surface water or groundwater or on the surface or subsurface of any vessel or Real Property at any time owned, operated or occupied by the Borrower, or any of the Borrower’s Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by the Borrower or any of the Borrower’s Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, the non-compliance of any vessel or Real Property with Environmental Laws (including applicable permits thereunder) applicable to any vessel or Real Property, or any Environmental Claim asserted against the Borrower or any of the Borrower’s Subsidiaries, or any vessel or Real Property at any time owned, operated or occupied by the Borrower or any of the Borrower’s 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 liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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 caused by the actions or inactions 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Each Credit Agreement Parties jointly and severally agree toParty agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of- pocket costs, expenses of the Administrative Agent in connection with the negotiation, preparation, due diligence, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all reasonable and documented out-of-pocket expenses and legal fees of one counsel to the Administrative Agent and the Arrangers; (ii) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery any of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign lawLoan Documents; (iiiii) pay all reasonable and documented out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders and each of the Lenders their Affiliates in connection with the enforcement of any of the Cre- dit Loan Documents and or the other documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, 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, costs, expenses 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each casetherein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and independent consultants incurred any Lender (including, without limitation, allocated costs of internal counsel); (iv) all the actual costs and expenses of creating and perfecting Liens in connection favor of the Administrative Agent, for the benefit of Secured Creditors, in accordance with any such investigationthe Loan Documents, litigation or other proceeding (but excluding any such liabilitiesincluding filing and recording fees, obligationsexpenses and amounts owed pursuant to Article III, lossessearch fees, damages, penalties, claims, actions, coststitle insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents, each of the foregoing to the extent incurred owed and payable hereunder or under any other Loan Document; (v) all the reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any third party auditors, accountants, consultants or appraisers; and (vi) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by reason the Administrative Agent and its counsel) in connection with the custody or preservation of any of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Lender (including, without limitation, including the reasonable fees and disbursements of White & Case LLP and local and foreign counselXxxxx Xxxxxx P.C.) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (B) after the occurrence and during the continuation of each Agent in connection with its syndication efforts with respect to this Agreement; providedan Event of Default, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders Lender in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection with any refinancing or restructuring of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any other Credit Document insolvency or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxesbankruptcy proceedings; and (ivii) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons Lender and their its respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents investment advisors (eacheach 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) (collectively, “Damages”) 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwiseon behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Credit Document or (b) the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding Documents; provided, that such indemnity shall not, as to any such liabilitiesIndemnified Person, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements be available to the extent incurred that such Damages (x) are determined by reason a non-appealable order from a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the such Indemnified Person to be indemnified), 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 at any time owned, leased or operated have resulted from a claim brought by any Credit Party or any against an Indemnified Person for material breach of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by such Indemnified Person’s obligations under 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))Document. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of violates or would violate any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, no Indemnified Person shall have any liability for any special, 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). This Section 12.01 shall not apply with respect to taxes other any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s local maritime counsel and foreign counselthe Administrative Agent’s consultants) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each the Administrative Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower, or any of its the Parent’s other Subsidiaries, the Release, generation, storage, transportation, handli ng handling, disposal or disposal Release of Hazardous Materials by the Parent, the Borrower or any of the Parent’s other Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, the non-compliance of any Rig or Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Parent, any of its Subsidiaries the Borrower or any of their operations or activities the Parent’s other Subsidiaries, or any Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree to: (ia) whether Whether or not the transactions herein contemplated hereby are consummated, the Borrower agrees to pay (or reimburse the Administrative Agent for) all reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all out-of-pocket expenses and reasonable legal fees and disbursements of counsel to the Administrative Agent. (b) The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Administrative Agent, the Intermediate Holdco Paying Agent, Lenders and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent their Affiliates in connection with any amendment, waiver waiver, consent or consent other modification of or relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery any of the Credit Documents other than the legal fees and expenses of White & Case LLPDocuments, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. (including in-house counselc) for each The Borrower agrees to pay (or reimburse the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, Lenders and their Affiliates for) all out-of-pocket costs and expenses of the Intermediate Holdco Paying Administrative Agent, the Deposit Bank Lenders and each their Affiliates in connection with the enforcement of any of the LendersCredit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable fees and disbursements of counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including, without limitation, allocated costs of internal counsel); , including all such out-of-pocket costs and expenses incurred during any workout, restructuring or similar negotiations in respect of the Loans or Letters of Credit. (iiid) Without limitation of the preceding Section 13.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay all costs of collection and defense, including reasonable attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes. (e) The Borrower agrees to pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, any such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lenderindemnified person) to pay such taxes; and . (ivf) The Borrower agrees to indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officersRelated Party’s and Affiliates (collectively, directors, employees, representatives, trustees, advisors, and agents (each, an the “Indemnified PersonIndemnitees”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements reasonably 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any Document regulatory or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents Governmental Authority having jurisdiction over it, or (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), 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 any Credit Party the Borrower or any of its Subsidiaries, the Releaserelease, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials at any location, whether or not owned, leased owned or operated by any Credit Party the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations, regulations and ordinances (including applicable permits thereunder) applicable to any Real Propertythereto, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, including, without limitation, the reasonable documented fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person person to be indemnified)indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which that is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree (a) Each Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented (with supporting documentation) out-of-pocket costs and expenses of the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, the reasonable and documented (with supporting documentation) fees and disbursements of White Weil, Gotshal & Case LLP Xxxxxx LLP, as the Administrative Agent’s and local and foreign Collateral Agent’s counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Collateral Agent and of each Agent their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses after the occurrence of an Event of Default, each of the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 counseldocumented (with supporting documentation) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent and each of the Lenders); (iii) pay , collectively, which shall be limited to separate counsel for the Administrative Agent and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 one counsel to the foregoing mattersother Secured Creditors, one special counsel and one local counsel to the performance Secured Creditors taken as a whole in each relevant jurisdiction and, solely in the case of any obligation under this Agreement or any other Credit Document or any payment thereunderconflict, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and one additional counsel for all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; similarly situated Secured Creditors and (iviii) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsAffiliates, 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), actual 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 ofof entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any 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, including without limitation, (a) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), connection therewith 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 operated by any Credit Party Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party 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 in connection with or relating to any Credit Partyasserted against Holdings, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party Holdings or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or related expenses (A) are determined by a court of competent jurisdiction by final judgment which is no longer subject to appeal to have resulted from the bad faith, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of any Indemnified Person, (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnified Person for material breach of such Indemnified Person’s obligations or of their related parties hereunder or under any other Credit Document, if such Credit Party or such Subsidiary has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, which is no longer subject to appeal, (C) arise from claims of any Indemnified Person solely against one or more other Indemnified Persons (other than claims against the Administrative Agent, the Collateral Agent, Lead Arranger, Documentation Agent or other similar Persons, in a final and their respective capacities as such) that do not involve or have not resulted from an act or omission by any Credit Party or any Subsidiary or (D) relate to any settlement agreements entered into by an Indemnified Person without the prior written consent of the Revolving Borrower (not to be unreasonably withheld, conditioned or delayed). This Section 14.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable decision) of the Person to be indemnified))Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to each Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) To the full extent permitted by applicable law, no party hereto shall assert, and hereby waives (to the extent permitted by applicable law), any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that such waiver shall not limit the indemnification obligations of the Credit Parties set forth in clause (a) above. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final decision which is no longer subject to appeal).

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (iia) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each (i) of the Lenders Administrative Agent and the Arrangers (and their respective Affiliates) in connection with the enforcement syndication of the Cre- dit credit facilities provided for herein, the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, subject to any agreed upon limitations, the reasonable and documented out-of-pocket fees and expenses of a single law firm acting as counsel for such Persons, taken as a whole (and, in the case of an actual or entered into perceived conflict of interest, where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person) and, if necessary, of a single local counsel in each appropriate jurisdiction)) and any amendment, waiver or delivered 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 (ii) of the Administrative Agent, the L/C Issuers and the Lenders (and their respective Affiliates) in connection therewith with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitationin connection with any such enforcement, the reasonable and documented fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and each of the Lenders); (iiib) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (ivc) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons Arrangers, the Documentation Agents and the Joint Book Runners and their respective officers, directors, employees, representatives, trustees, advisors, agents and agents Affiliates (each, each an “Indemnified PersonIndemnitee”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or any Lender is a party thereto and whether or not thereto, but excluding any such investigation, litigation or other proceeding is between or among any Agent, investigation initiated by the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwiseseeking indemnification hereunder) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans (including other extensions of credit) hereunder or the Transaction or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel (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 Document of its Subsidiaries, or the exercise failure by the Borrower or enforcement of any of their rights or remedies provided herein or its Subsidiaries to comply with any Environmental Law (but excluding, in the other Credit Documents case of either of clause (but excluding i) or (ii) above, any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of that they resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnifiedjudgment), or (by) a material breach 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 at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct relevant Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment) of the Person express contractual obligations of such Indemnitee under any Credit Document pursuant to be indemnified))a claim made by the Borrower or (z) any disputes between or among any of the Indemnitees and not arising from any act or omission by the Borrower or any of its Affiliates, other than claims against any Indemnitee (or its Affiliates) in its capacity as an agent or Arranger with respect to the Credit Documents. To In no event shall the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Administrative Agent or any Lender set forth be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak or other similar information transmission systems in connection with this Credit Agreement, other than to the extent of direct or actual damages resulting from the gross negligence or willful misconduct of such party or material breach in bad faith by such party of its express contractual obligations hereunder with respect to such information or materials as determined, in each case, by a final and nonappealable judgment of a court of competent jurisdiction. In no event shall the Borrower, any of its Affiliates or any Indemnitee be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) that may be alleged as a result of this Credit Agreement or any other Credit Document or any of the transactions contemplated hereby or thereby (except, in the preceding sentence may be unenforceable because it is violative case of any law or public policythe Borrower, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction extent otherwise required to be indemnified by the Borrower pursuant to the terms of each of the indemnified liabilities which is permissible under applicable lawthis Section 10.5).

Payment of Expenses, etc. The Each Credit Agreement Parties jointly and severally agree toParty agrees to pay (or reimburse the Lender or its Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay [reserved]; (ii) all reasonable and documented out-of-pocket costs and expenses of the AgentsLender in connection with any amendment, waiver or consent relating to any of the Loan Documents (including, without limitation, any and all reasonable and documented costs or expenses incurred in connection with any pledge (other than in respect of the Security Agreement and any Post Closing Security Agreement) or release of Collateral Agentafter the Closing Date pursuant to the terms hereof); (iii) all costs and expenses of the Lender in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with any counsel to the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents Lender (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration allocated costs of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of internal counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iiiiv) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation matters (other than an assignment or transfer under this Agreement or any other Credit Document or any payment thereunder, Section 10.05) and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders 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 the Agents, the Collateral Agent, any such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lenderindemnified Person) to pay such taxes; (v) all reasonable and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate documented costs and expenses of creating and perfecting Liens in favor of the foregoing Persons Lender including filing and their respective officersrecording fees, directorsexpenses and amounts owed pursuant to Article III, employeessearch fees, representatives, trustees, advisors, title insurance premiums 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, costsfees, expenses and disbursements incurred by, imposed on or assessed against of counsel to the Lender and of counsel providing any opinions that the Lender may request in respect 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, or the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwise) related Liens created pursuant to the entering into and/or performance of this Agreement or any other Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents Security Documents; (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costsvi) all reasonable and documented costs and fees, expenses and disbursements to the extent incurred by reason of the gross negligence any auditors, accountants, consultants or willful misconduct appraisers whether internal or external; and (as determined by a court of competent jurisdiction in a final and non-appealable decisionvii) of the Person to be indemnified), or (b) all 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 operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state costs and local laws, regulations, and ordinances expenses (including applicable permits thereunder) applicable to any Real Propertythe fees, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and independent consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Lender and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral.

Payment of Expenses, etc. The Credit Agreement Parties Borrowers hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the AgentsAdministrative Agent in connection with the negotiation, preparation, syndication, execution, delivery and administration of the Collateral Agent, the Intermediate Holdco Paying Agent, Credit Documents and the Deposit Bank documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local of consultants and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect advisors to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign lawcounsel); (ii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each Agentthe Administrative Agent in connection with any amendment, waiver or consent relating to this Agreement or any other Credit Document; (iii) whether or not the Collateral Agenttransactions herein contemplated are consummated, each Issuing Lender, each Bank Guaranty Issuer, pay all reasonable out-of-pocket costs and expenses of the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and each of the Lenders in connection with the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent and for each of the Lenders); (iiiiv) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (ivv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Administrative Agent and each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, representatives and agents (each, an “Indemnified Person”"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, costs, expenses 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by in any Document Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Each Credit Agreement Parties jointly and severally agree toParty agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs, expenses of the Administrative Agent in connection with the negotiation, preparation, due diligence, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all reasonable and documented out-of-pocket expenses and legal fees of one counsel to the Administrative Agent and the Arrangers; (ii) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery any of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign lawLoan Documents; (iiiii) pay all reasonable and documented out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders and each of the Lenders their Affiliates in connection with the enforcement of any of the Cre- dit Loan Documents and or the other documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, 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, costs, expenses 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each casetherein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and independent consultants incurred any Lender (including, without limitation, allocated costs of internal counsel); (iv) all the actual costs and expenses of creating and perfecting Liens in connection favor of the Administrative Agent, for the benefit of Secured Creditors, in accordance with any such investigationthe Loan Documents, litigation or other proceeding (but excluding any such liabilitiesincluding filing and recording fees, obligationsexpenses and amounts owed pursuant to Article III, lossessearch fees, damages, penalties, claims, actions, coststitle insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents, each of the foregoing to the extent incurred owed and payable hereunder or under any other Loan Document; (v) all the reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any third party auditors, accountants, consultants or appraisers; and (vi) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by reason the Administrative Agent and its counsel) in connection with the custody or preservation of any of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree toBorrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agents (including, without limitation, the reasonable documented fees and disbursements of White & Case LLP LLP, Bahamian counsel, Bermudian counsel, Isle of Man counsel, other counsel to the Administrative Agent and the Lead Arrangers and local and foreign counsel) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent the Agents in connection with its their respective syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable documented out-of-pocket costs and expenses of each Agent, of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including excluding in-house counsel) for each Agent, of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and for each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify each Agentthe Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, trustees, employees, representatives, trustees, advisors, 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, 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 Agentof the Agents, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by herein, or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 property at any time owned, leased owned or operated by any Credit Party the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by any Credit Party the 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 in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries or any of their operations Vessel or activities or any Real Property property at any time owned, leased owned or operated by any Credit Party the Borrower or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, obligations, lossesclaims, damages, penalties, claimsactions, actionsjudgments, suits, costs, disbursements or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: : (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of (A) the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, Administrative Agent and the Deposit Bank its Affiliates (including, without limitation, the reasonable fees and disbursements of White & Case Proskauer Rose LLP and of a single separate firm of local and foreign counselcounsel in each appropriate jurisdiction) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, (B) the Administrative Agent and of each Agent its Affiliates in connection with its or their syndication efforts with respect to this Agreement; providedAgreement and (C) after the occurrence and during the continuance of an Event of Default, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 and documented fees and disbursements of counsel) counsel and consultants for the protection of Administrative Agent and counsel for the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the Lenders); provided that reasonable fees and disbursements of counsel shall be limited to (including in-house x) one primary counsel for the Administrative Agent and the Lenders taken as a whole and, if reasonably required by the Administrative Agent, local or specialist counsel and (y) one additional counsel for the Lenders taken as a whole (unless there is a conflict of interest that requires separate representation for any Lender, in which case those Lenders similarly affected shall, as a whole, be entitled to one separate counsel) and, to the extent reasonably necessary, local or specialist counsel; provided, further, that fees with respect to any financial advisor or similar consultant shall be limited to one such financial advisor or consultant (for each Agent, the Collateral Agents and the Lenders taken as a whole); and (ii) indemnify the Administrative Agent, each Issuing Joint Lead Arranger and each Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsAffiliates, 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 and documented attorneys’ and consultants’ fees and disbursements, but limited, in the case of legal fees, to the reasonable fees, disbursements and other charges of one counsel for all Indemnified Persons and, if necessary, of a single separate firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest (as reasonably determined by the Indemnified Person affected by such conflict) where such Indemnified Person informs the Borrower of such conflict and thereafter retains its own counsel, of another firm or counsel (and local counsel in each appropriate jurisdiction) for such affected Indemnified Person)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, of or by reason of, (aA) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Joint Lead Arranger or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Term Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)Documents, or (bB) 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 operated by any Credit Party Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party 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 in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Borrower or any of its Subsidiaries, (including, in each case, including, without limitation, the reasonable and documented fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (proceeding) but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined x) found in a final, non-appealable judgment by a court of competent jurisdiction in a final and non-appealable decisionto have resulted from (I) the gross negligence, bad faith or willful misconduct of the Indemnified Person to be indemnifiedindemnified or (II) any material breach of the obligations under the Credit Documents of the Indemnified Person to be indemnified or (y) relating to any dispute solely among the Indemnified Persons (other than (I) claims against the Administrative Agent or any Joint Lead Arranger or their respective Affiliates in their capacity or in fulfilling their role as the Administrative Agent or arranger or any other similar role under the Credit Documents and (II) claims arising out of any act or omission on the part of Holdings, the Borrower or its Subsidiaries)); provided, further, that clause (ii) of this Section 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Joint Lead Arrangers or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) To the full extent permitted by applicable law, each of Holdings and the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally Borrowers agree toto pay (or reimburse the Global Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the AgentsGlobal Agent and the Co-Lead Arrangers in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Collateral Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Global Agent and the Co-Lead Arrangers in connection with any amendment, waiver or consent relating to any of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and expenses of the Global Agent, the Intermediate Holdco Paying AgentCo-Lead Arrangers, the Lenders and their Affiliates in connection with the Deposit Bank (enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of White & Case LLP any counsel to the Global Agent, the Co-Lead Arrangers and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents any Lender (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration allocated costs of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of internal counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); and (iiiiv) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentarygoods and services tax, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters (“Other Taxes”) and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Global Agent, the Deposit Bank Co-Lead Arrangers 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, the Collateral Agent, any such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such LenderIndemnified Person) to pay such taxes; and (iv) indemnify each Agentprovided, however, that notwithstanding the Collateral Agentforegoing, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate a Foreign Subsidiary Borrower shall only be required to pay any of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, 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, costs, expenses 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason that any of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants foregoing have been incurred in connection with any the Obligations owing by such investigation, litigation Foreign Subsidiary Borrower or other proceeding (but excluding any are otherwise directly related or attributable to such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawForeign Subsidiary Borrower.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally Borrowers hereby agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case DLA Piper LLP (US) and local the Administrative Agent’s other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and of each Agent its Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, and, after the Collateral Agentoccurrence and during the continuation of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence and during the continuation of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Lenders); (iiiii) pay and hold each of the Agents, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Administrative Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, 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 any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 operated by any Credit Party Parent or any of its SubsidiariesSubsidiaries or any of their respective predecessors, the Release, generation, storage, transportation, handli ng 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 any Credit Party 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 in connection with or relating to any Credit Partyasserted against Parent, any of its Subsidiaries or any of their operations or activities respective predecessors or any Real Property at any time owned, leased or operated by any Credit Party Parent or any of its SubsidiariesSubsidiaries or any of their respective predecessors, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) To the full extent permitted by applicable law, each of Parent and the Borrowers shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) ------------------------- whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the AgentsAgent in connection with the syndication of the Facilities, the Collateral Agentnegotiation, preparation, execution and delivery of the Intermediate Holdco Paying Agent, Credit Documents and the Deposit Bank documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White Xxxxxxx Xxxxxxx & Case LLP and local and foreign counsel) in connection with the negotiationXxxxxxxx, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect counsel to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked DepositsAgent) and the documents creation and instruments referred to herein and therein perfection of the Liens created under the Security Documents and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to Holdings or the Borrower) of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each the Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Letter of Credit Issuer and for each of the Lenders); (iiiii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, Lenders and the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each Letter of the Lenders 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such LenderLetter of Credit Issuer) to pay such taxes; and (iviii) indemnify each Agent, Lender and the Collateral Agent, each Issuing Lender, each Bank Guaranty Letter of Credit Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective its officers, directors, employees, representatives, trustees, advisors, representatives and agents (eachcollectively, an “Indemnified Person”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, costs, damages or expenses 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 any Agent, Lender or the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender Letter of Credit Issuer is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans or Letters of Credit hereunder or the Transaction or the Devon Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each caseDocument, including, without limitation, the reasonable fees fees, charges and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damagescosts, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay indemnified or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction an affiliate of each of the indemnified liabilities which is permissible under applicable lawsuch Person).

Payment of Expenses, etc. The Each Credit Agreement Parties jointly and severally agree toParty agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the AgentsAdministrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Collateral Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Intermediate Holdco Paying AgentLenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect any individual counsel to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign lawLender; (iiiv) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, any such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lenderindemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify each expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Collateral Agentbenefit of Secured Creditors, each Issuing Lenderincluding filing and recording fees, each Bank Guaranty Issuerexpenses and amounts owed pursuant to Article III, the Intermediate Holdco Paying Agentsearch fees, the Deposit Bank, each Lender, each affiliate of the foregoing Persons title insurance premiums and their respective officers, directors, employees, representatives, trustees, 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, costsfees, expenses and disbursements incurred by, imposed on of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or assessed against any the Required Lenders may request in respect 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, or the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwise) related Liens created pursuant to the entering into and/or performance of this Agreement or any other Document or Security Documents; (vi) all the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costsactual costs and fees, expenses and disbursements to the extent incurred by reason of the gross negligence any auditors, accountants, consultants or willful misconduct appraisers whether internal or external; and (as determined by a court of competent jurisdiction in a final and non-appealable decisionvii) of the Person to be indemnified), or (b) all 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 operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state costs and local laws, regulations, and ordinances expenses (including applicable permits thereunder) applicable to any Real Propertythe fees, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and independent consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree to: Borrower agrees that it shall (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of each of the AgentsAgents (which shall be limited, in the Collateral Agentcase of legal fees, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, to the reasonable and documented fees and disbursements of White & Case LLP one legal counsel to the Administrative Agent and the Lead Arrangers, local counsel and foreign counselmaritime counsel (as necessary) to the Administrative Agent) in connection with the syndication of the Term Loan Facility, the preparation, negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or theretothereto (whether or not the transactions herein contemplated are consummated), and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable and documented out-of-pocket fees, costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents Agents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including excluding in-house counsel) for each Agent, of the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and for each of the Lenders); ) in connection with the enforcement or protection of its rights (iiiA) pay in connection this Agreement and hold each the other Credit Documents and the documents and instruments referred to herein and therein and (B) in connection with the Loans made hereunder, including such expenses incurred during any workout, restructuring or negotiations in respect of the Agentssuch Loans. (b) In addition, the Collateral Agent, Borrower shall indemnify the Agents and each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, trustees, employees, representatives, trustees, advisors, representatives and agents (eachcollectively, an the “Indemnified PersonParties”) from from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits and out-of-pocket costs, expenses and disbursements (including reasonable and documented out-of-pocket 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 any Agentof the Agents, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any the Loans hereunder or the Transaction or the consummation of any other transactions contemplated by herein, or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents Documents, (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (bii) the actual or alleged presence of Hazardous Materials in the air, surface water on or groundwater from any Collateral Vessel or on the surface real property or subsurface of any Real Property facility at any time owned, leased owned or operated by any Credit Party the Parent Guarantor or any of its Subsidiaries, , (iii) the Release, generation, storage, transportation, handli ng handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated at any time by any Credit Party the Parent Guarantor or any of its Subsidiaries, , (iv) the non-compliance of any Real Property Collateral Vessel or any real property or facility at any time owned or operated by the Parent Guarantor, the Borrower or any Subsidiary Guarantor with Environmental Law or applicable foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder), (v) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Parent Guarantor, any of its Subsidiaries or any of their operations or activities Collateral Vessel or any Real Property real property or facility at any time owned, leased owned or operated by the Parent Guarantor, the Borrower or any of the Subsidiary Guarantors, or (vi) the conduct of any Credit Party or any of its Subsidiariespartners, directors, officers, employees, agents or advisors, that violates any Sanctions Laws, 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 (but case excluding any such losses, liabilities, obligations, lossesclaims, damages, penalties, claimsactions, actionsjudgments, suits, costs, disbursements or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction of, the breach in a final and non-appealable decision) bad faith of the Person Credit Documents by, or wilful misconduct of, any such Indemnified Party or by reason of a failure by any such Indemnified Party to be indemnified))fund its Commitments as required by this Agreement. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing, no party hereto shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Each Credit Agreement Parties jointly and severally agree toParty agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the AgentsAdministrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Collateral Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Intermediate Holdco Paying AgentLenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP any individual counsel to the Administrative Agent and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents any Lender (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration allocated costs of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of internal counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iiiiv) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, any such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lenderindemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify each expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Collateral Agentbenefit of Secured Creditors, each Issuing Lenderincluding filing and recording fees, each Bank Guaranty Issuerexpenses and amounts owed pursuant to Article III, the Intermediate Holdco Paying Agentsearch fees, the Deposit Bank, each Lender, each affiliate of the foregoing Persons title insurance premiums and their respective officers, directors, employees, representatives, trustees, 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, costsfees, expenses and disbursements incurred by, imposed on of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or assessed against any the Required Lenders may reasonably request in respect 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, or the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwise) related Liens created pursuant to the entering into and/or performance of this Agreement or any other Document or Security Documents; (vi) all the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costsactual costs and fees, expenses and disbursements to the extent incurred by reason of the gross negligence any auditors, accountants, consultants or willful misconduct appraisers whether internal or external; and (as determined by a court of competent jurisdiction in a final and non-appealable decisionvii) of the Person to be indemnified), or (b) all 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 operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state costs and local laws, regulations, and ordinances expenses (including applicable permits thereunder) applicable to any Real Propertythe fees, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees expenses and disbursements of counsel and independent consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Company hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Agents, Administrative Agent and the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and local the Administrative Agent’s other counsel and foreign counselconsultants) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and of each Agent its affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs occurrence and expenses during the continuance of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence and during the continuance of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the counsel for Lenders); (iiib) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Administrative Agent or such Lender) to pay such taxes; and (ivc) indemnify each the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)Documents, or (bii) the actual or alleged presence of Hazardous Materials Material in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party the Company or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials Material by the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the Company or any of its Subsidiaries, the non-compliance noncompliance 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 in connection with or relating to any Credit Partyasserted against the Company, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Company or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the bad faith, gross negligence or negligence, willful misconduct or violation of law of the Person to be indemnified (each as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnifiedjurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree Company agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Agents, (x) the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP and one local counsel to the Lead Arranger in each relevant jurisdiction and foreign one regulatory counsel) and (y) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of one primary counsel to the Administrative Agent, and one local counsel to the Administrative Agent in each relevant jurisdiction and one regulatory counsel (and each of the Lead Arranger's and the Administrative Agent's Related Parties) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and therein, the administration of the Administrative Agent Term Loans and the Collateral Agent in connection with Term Loan Commitments, and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Lead Arranger (and each of each Agent the foregoing Persons' Related Parties) and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery each of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lead Arranger and each of the Lenders in connection with the enforcement of, or protection of their rights under, this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each a "work-out" or pursuant to any insolvency or bankruptcy proceedings; and (ii) indemnify the Administrative Agent, the Collateral Agent, Lead Arranger and each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, and agents Related Parties (each, an “"Indemnified Person”") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, awards, suits, costs, expenses and disbursements (including, with respect to any such Proceeding, reasonable out-of-pocket fees and disbursements of 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 investigationprivate, litigation regulatory, self-regulatory or governmental requests, inquiries, investigations, actions, claims, interrogatories, subpoenas, suits, litigation, injunction or other proceeding (whether or not any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lead Arranger or any Lender is a party thereto and whether or not any such investigation, litigation of the foregoing is brought by or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwise(collectively, "Proceedings") related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of the transactions contemplated herein or in any other transactions contemplated by any Credit Document or the exercise or enforcement of any of their rights rights, duties or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to including the extent incurred performance by reason the Administrative Agent of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnifiedits duties under Section 12.15), 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 operated by any Credit Party the Borrower or any of its Restricted Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials by the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the Borrower or any of its Restricted Subsidiaries, the non-compliance by the Borrower or any of its Restricted 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 in connection with or relating to any Credit PartyClaim, asserted against the Borrower, any of its Restricted Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party the Borrower or any of its Restricted Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigationProceeding (all the foregoing items in this clause (ii), litigation or other proceeding (but excluding collectively, the "Indemnified Liabilities"); provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted primarily and disbursements directly from the gross negligence or willful misconduct of such Indemnified Person or of any director, officer, employee, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, Lead Arranger or any Lender (or any of their respective Related Parties) set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 12.01, any payments required under this clause (a) shall be payable upon receipt of a summary invoice for such costs and expenses (and with respect to any EEA Financial Institution, such amounts shall be deemed due and payable not later than six (6) days after demand therefor). For the avoidance of doubt, this Section 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the full extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided, however, that the foregoing provisions shall not relieve the Borrower of its indemnification obligations as provided in Section 12.01(a) to the extent incurred any Indemnified Person is found liable for any such damages. No Indemnified Person shall be liable for any damages arising from the use by reason unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) The Borrower agrees that, without the prior written consent of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Administrative Agent, the Collateral Agent, Lead Arranger and any Issuing affected Lender, which consent(s), with respect to any Bank Guaranty Issuersuch Lender, will not be unreasonably withheld, the Intermediate Holdco Paying AgentCredit Parties will not enter into any settlement of a claim in respect of the subject matter of clause (iii) of Section 12.01(a) unless such settlement includes an explicit, full and unconditional release from the party bringing such claim of all Indemnified Persons and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of such Indemnified Persons. (d) The Credit Parties agree that no Indemnified Person shall have any liability (whether in contract, tort or otherwise) to any Credit Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Credit Documents, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily and directly from such Indemnified Person's bad faith, gross negligence or willful misconduct. (e) The provisions of this Section 12.01 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the Deposit Bankconsummation of the transactions contemplated hereby, the repayment of the Loans and any other Obligations, the release of any Subsidiary Guarantor, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law investigation made by or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each on behalf of the indemnified liabilities which is permissible under applicable lawAdministrative Agent, Lead Arranger or any Lender.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s local maritime counsel and foreign counselthe Administrative Agent’s consultants, including, without limitation, BankAssure Insurance Services Inc. or such other firm of independent marine insurance brokers that produces an insurance report pursuant to in clause (f) of the definition of “Collateral and Guaranty Requirements”) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each the Administrative Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with and, after the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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 the protection of the rights of in each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, case without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agentthe Administrative Agent and, after the Collateral Agentoccurrence of an Event of Default, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lenders 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Agents, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iviii) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender and each Lender, and each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents (each, an “Indemnified Person”) 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, on behalf of any Credit Party or any third Person or otherwiseparty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)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 Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower, or any of its the Parent’s other Subsidiaries, the Release, generation, storage, transportation, handli ng handling, disposal or disposal Release of Hazardous Materials by the Parent, the Borrower or any of the Parent’s other Subsidiaries at any location, whether or not owned, leased or operated by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, the non-compliance noncompliance of any Rig or Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Parent, any of its Subsidiaries the Borrower or any of their operations or activities the Parent’s other Subsidiaries, or any Rig or Real Property at any time owned, leased leased, operated or operated occupied by any Credit Party the Parent, the Borrower or any of its the Parent’s other Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements 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) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree toBorrower shall: ------------------------ (i) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents, Administrative Agent in the Collateral Agent, administration (both before and after the Intermediate Holdco Paying Agentexecution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of, and in connection with the Deposit Bank preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of White & Case LLP counsel for the Administrative Agent), and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration case of enforcement of this Agreement and the other or any Credit Documents (includingDocument after an Event of Default, without limitationall such reasonable, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees actually incurred and disbursements of counsel) and the protection of the rights of each Agent), the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each any of the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (iii) , pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 Taxes with respect to the foregoing mattersthis Agreement, the performance Line of any obligation under this Agreement or Credit Notes and any other Credit Document Documents, any collateral described therein, or any payment payments due thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxesTaxes; and (iii) indemnified the Administrative Agent and (iv) indemnify each AgentLender and each director, the Collateral Agentofficer, each Issuing Lenderemployee, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, and agents agent thereof (each, an “Indemnified Person”"Indemnitee") from from, and hold each of them harmless against against, and reimburse each Indemnitee, upon its demand, for any and all liabilitieslosses, obligations (including removal or remedial actions), lossesclaims, damages, penalties, claims, actions, costs, liabilities or other expenses and disbursements ("Losses") incurred by, imposed on by such Indemnitee insofar as such Losses arise out of or assessed against any of them as a result of, or arising out of, or are in any way related toto or result from this Agreement, the Line of Credit Notes or by reason ofany other Credit Documents or the financing provided hereby, (a) including, without limitation, Losses arising in connection with any investigation, litigation or other legal proceeding relating to any of the foregoing (whether or not any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender such Indemnitee is a party thereto thereto) and whether or the reasonable attorneys fees and expenses actually incurred in connection therewith; provided, however, that the foregoing shall not -------- ------- apply to any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of Losses resulting from the gross negligence or willful misconduct of such Indemnitee; (as determined by a court of competent jurisdiction iv) without limiting the indemnities set forth in a final subsection (iii) above, indemnify each Indemnitee for any and non-appealable decision) of the Person to be indemnifiedall expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or (b) indemnity and including the actual cost of investigating or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of defending any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, claim and whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulationssuch claim is ultimately defeated, and ordinances (including applicable permits thereunder) applicable to any Real Propertywhether such claim arose before, during or any Environmental Claim in connection with or relating to after any Credit Party's ownership, any operation, possession or control of its Subsidiaries business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of their operations any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or activities destruction of natural resources), penalties and fines of any kind or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, nature whatsoever (including without limitation in each case, including, without limitation, all cases the reasonable fees actually incurred, other charges and disbursements of counsel and independent consultants incurred in connection with therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any such investigationrights or remedies by any Indemnitee under this Agreement, litigation any other Credit Document or other proceeding any related documents (but excluding those incurred, suffered or sustained by any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred Indemnitee as a result of any action taken by reason or on behalf of the gross negligence Lenders with respect to any Subsidiary of Borrower (or willful misconduct (as determined the assets thereof) owned or controlled by a court of competent jurisdiction in a final the Lenders. If and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnifyobligations of Borrower under this Section 10.04 are unenforceable for any reason, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties Borrower hereby agree agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the Transaction and in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its the Administrative Agent's syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender and each of the Lenders in connection with the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith 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, in each case the reasonable fees and disbursements of counselcounsel and consultants) and the protection of the rights of each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender 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, the Collateral Administrative Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Administrative Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, Lender and each affiliate of the foregoing Persons thereof and their respective officers, directors, employees, representatives, trustees, advisors, trustees 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, costs, expenses 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 Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Person entitled to be indemnified by the Borrower pursuant to this Section 13.01, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transaction, any Loan or Letter of Credit or the use of the proceeds thereof.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Bank each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, 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, costs, expenses 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 Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Bank 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counselA) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred Arranger in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than and the legal documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including the reasonable fees and expenses disbursements of White Skadden, Arps, Slate, Meagher & Case Flom LLP), and such other local and foreign counsel as may be engaged (B) of the Administrative Agent in connection with xxxxx parxx xontractors hired by the Administrative Agent to address issues arising in connection with deliver reports, notices and other documents to the Transaction and/or to prepare security documentation governed by local or foreign law; Lenders and (iiC) pay all reasonable out-of-pocket costs of the Administrative Agent and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Arranger and each of the Lenders (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) in connection with any Default under or the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, including the reasonable fees and disbursements of counsel(1) one counsel for the Administrative Agent and the Arranger (which counsel shall be selected by the Administrative Agent) and (2) upon prior written notice to the protection Borrower, one counsel for all of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the other Lenders); (iiiii) pay and hold each of the AgentsLenders (and, in the Collateral Agentcase of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each Issuing Lendercase of a Lender that is an Other CP Conduit, each Bank Guaranty Issuer, its Liquidity Providers) and the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders Administrative Agent harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iviii) indemnify each Lender and the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, representatives and agents (eachand, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an “Indemnified Person”Other CP Conduit, its Liquidity Providers) from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial obligations, penalties, actions), lossesjudgments, claims, damages, penalties, claims, actions, costs, costs or expenses 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 any AgentLender (or, in the Collateral Agentcase of a Lender that is a Designated CP Conduit, any Issuing Lenderits Designated CP Conduit Committed Lenders and, any Bank Guaranty Issuerin each case of a Lender that is an Other CP Conduit, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender its Liquidity Providers) is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance by the Borrower of this Agreement or any other Credit Document or the use by the Borrower of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by in any Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilitiesLoan Purchase Agreement, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)), (b) the actual or alleged presence of Hazardous Materials in the air, surface water, groundwater, surface or subsurface of any real property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the noncompliance of any real property owned or at any time operated by the Borrower with Federal, state and local laws, regulations, and ordinances (including applicable permits hereunder) applicable to any such real property, or any Environmental Claim asserted against the Borrower, or any such real property, including, in each case, the reasonable disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in all cases 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) or (c) amounts payable by the Lenders pursuant to Section 8.6. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, Arranger or any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit , its Liquidity Providers) set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Neither the Borrower nor any indemnified Person shall be liable for any indirect or consequential damages in connection with its activities related to this Agreement or any other Credit Documents. The agreements in this Section 9.1 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Agents, the Collateral Administrative Agent, the Intermediate Holdco Paying AgentLead Manager, and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White & Case LLP and local and foreign counsel) Co-Lead Manager in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent in connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than and the legal documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including the reasonable fees and expenses disbursements of White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP), and such other local and foreign counsel as may be engaged (B) of the Administrative Agent in connection with third party contractors hired by the Administrative Agent to address issues arising in connection with deliver reports, notices and other documents to the Transaction and/or to prepare security documentation governed by local or foreign law; Lenders and (iiC) pay all reasonable out-of-pocket costs and expenses of each the Administrative Agent, the Collateral AgentLead Manager, each Issuing Lender, each Bank Guaranty Issuer, and the Intermediate Holdco Paying Agent, the Deposit Bank Co-Lead Manager and each of the Lenders (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) in connection with any Default under or the enforcement of the Cre- dit Credit Documents and the documents and instruments referred to therein or entered into or delivered in connection therewith (including, without limitation, including the reasonable fees and disbursements of counsel(1) and one counsel for the protection of the rights of each Administrative Agent, the Collateral Lead Manager, and the Co-Lead Manager (which counsel shall be selected by the Administrative Agent) and (2) upon prior written notice to the Borrower, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each one counsel for all of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the other Lenders); (iiiii) pay and hold each of the AgentsLenders (and, in the Collateral Agentcase of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each Issuing Lendercase of a Lender that is an Other CP Conduit, each Bank Guaranty Issuer, its Liquidity Providers) and the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders Administrative Agent harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise stamp and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, matters and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and 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 the Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iviii) indemnify each Lender and the Administrative Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trustees, advisors, representatives and agents (eachand, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an “Indemnified Person”Other CP Conduit, its Liquidity Providers) from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial obligations, penalties, actions), lossesjudgments, claims, damages, penalties, claims, actions, costs, costs or expenses 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 any AgentLender (or, in the Collateral Agentcase of a Lender that is a Designated CP Conduit, any Issuing Lenderits Designated CP Conduit Committed Lenders and, any Bank Guaranty Issuerin each case of a Lender that is an Other CP Conduit, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender its Liquidity Providers) is a party thereto thereto) related to the entering into and/or performance by the Borrower of any Credit Document or the use by the Borrower of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document or Loan Purchase Agreement, including the reasonable fees and whether or not disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated by any Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 real property owned or at any time owned, leased or operated by any Credit Party or any of its Subsidiariesthe Borrower, the Release, generation, storage, transportation, handli ng transportation or disposal of Hazardous Materials at any location, location whether or not owned, leased owned or operated by any Credit Party or any of its Subsidiariesthe Borrower, the non-compliance noncompliance of any Real Property real property owned or at any time operated by the Borrower with foreign, federalFederal, state and local laws, regulations, and ordinances (including applicable permits thereunderhereunder) applicable to any Real Propertysuch real property, or any Environmental Claim in connection with or relating to any Credit Partyasserted against the Borrower, any of its Subsidiaries or any of their operations or activities or any Real Property at any time ownedsuch real property, leased or operated by any Credit Party or any of its Subsidiariesincluding, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in all cases any such liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, costs, damages or expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty IssuerLead Manager, the Intermediate Holdco Paying Agent, the Deposit Bank, Co-Lead Manager or any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit , its Liquidity Providers) set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Neither the Borrower nor any indemnified Person shall be liable for any indirect or consequential damages in connection with its activities related to this Agreement or any other Credit Documents. The agreements in this Section 9.1 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Credit Agreement Parties jointly and severally agree Borrower hereby agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, Agents and the Deposit Bank their respective affiliates (including, without limitation, including the reasonable fees and disbursements of White & Case LLP and local and foreign counselMcGuireWoods LLP) in connection with the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of each Agent the Agents in connection with its their syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than Agents and (B) after the legal fees occurrence and expenses during the continuation of White & Case LLPan Event of Default, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Agents and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the Cre- dit other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith 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; provided, that in the case of this clause (includingB), without limitation, any disbursement of fees and expenses shall be limited to the reasonable fees and disbursements expenses of counsel) one counsel and one consultant for the protection Agents, and, after the occurrence of an Event of Default, one counsel for each of the rights Issuing Lenders and Lenders, taken as a whole, plus any necessary local counsel or, in the reasonable discretion of each the Administrative Agent, special counsel; and (ii) indemnify the Administrative Agent, the Collateral AgentSwingline Lender, each Issuing Lender and each Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders); (iii) pay and hold each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and their respective officers, directors, employees, representatives, trusteesagents, advisorsaffiliates, trustees and agents investment advisors (eacheach 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 any Agent, the Collateral Administrative Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, on behalf of the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwiseBorrower) related to the entering into and/or performance of this Agreement or any other Credit Document or (b) the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or the consummation of any other transactions contemplated by herein or in any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit Documents (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) 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 surface or subsurface of any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handli ng or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by 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 (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with or relating to any Credit Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by any Credit Party or any of its Subsidiaries, 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 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified))Documents. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, 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 Credit Agreement Parties hereby agree to Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No Indemnified Person shall be liable for any 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 other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct on the part of such Indemnified Person or a material breach of the Credit Documentation by 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 Indemnified Person shall have any liability for any special, 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). This Section 13.01 shall not apply with respect to taxes other any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.