Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger and each Lender, and each of their respective officers, directors, employees, representatives from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' 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, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge Loans or the consummation of any of the transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents and the Co-Lead Arrangers (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the each Co-Lead Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent Agent, each Issuing Lender and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Collateral each Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, each Co-Lead Arranger, the Arranger Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, any Co-Lead Arranger, any Issuing Lender, the Arranger Collateral Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Co-Lead Arranger, the Collateral Agent, any Issuing Lender, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction), or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual 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 or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or such Real Property, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger each 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether ------------------------- or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agents' syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out- of-pocket costs and expenses of each Agent Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each Agent, each Letter of Credit Issuer and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative each Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the LendersBanks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Collateral Agent, any Letter of Credit Issuer or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Bank, 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 the proceeds of any Loans hereunder or the Bridge Loans Original Transaction, the MTI Transaction, the ASHS Transaction or the Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified), or its Affiliates (b) the actual or employees)alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each (a) The Credit Party, Parties hereby jointly and severally, agrees severally agree to: (i) whether or not if the transactions herein contemplated are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise Xxxxxx Xxxxxx & XxxxxxxxXxxxxxx llp and, as special U.S. if reasonably necessary, one local counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentin any relevant jurisdiction) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), and of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent Agents and each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each or in connection with any refinancing or restructuring of the Lenders)credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent and each Lender harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderLender and their respective Affiliates, and each of their respective the officers, directors, employees, representatives agents, and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Term Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries; the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non- appealable decision) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its Affiliates capacity as such or employees)in its fulfilling such role. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby. (c) To the fullest 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 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, any other Credit Document 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 referred to in subsection (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person 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 other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. For the avoidance of doubt, this paragraph shall not limit the obligation of the Borrower to indemnify each Indemnified Person for any liabilities or damages incurred by such Indemnified Person that are asserted against such Indemnified Person by a third party that are payable by the Borrower pursuant to subsection (a) of this Section. (d) The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Payment of Expenses, etc. Each Credit Party, jointly and severallyThe Borrower, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each Agent, and hold harmless the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agent, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries or; (c) any Environmental Claim relating to the Borrower or any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries or; (d) the exercise of the rights of the Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. Each Credit PartySubject to any relevant procedures set forth in the DIP Order, jointly and severally, the Borrower hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitationfor the avoidance of doubt, the fees and expenses of the Consultants and any fees and expenses incurred in connection with the retention of the Consultants pursuant to Section 7.15) of the Agents (including, the reasonable fees fees, disbursements and disbursements other charges of Debevoise Xxxxxxxxx & XxxxxxxxXxxxxxx, as LLP and of any special U.S. or local counsel to the Administrative AgentAgents) and the Lenders (including, Guerrero Olivos Xxxxx y Errazuriz(x) a single primary counsel for the Lenders, as special Chilean (y) a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated and (z) a single financial advisor for the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentLenders) in connection with the preparation, execution and delivery of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders and the Agents in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements or protection of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders)their rights hereunder or thereunder; (iib) pay and hold the Agents 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 (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Agents and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent or such Lender) to pay such taxes; and (iiic) indemnify each Agent, the Arranger Agents and each Lender, and each of their respective officersAffiliates and their partners, members, directors, employeesofficers, representatives agents, employees and controlling persons (if any) (each, an “Indemnified Party”) 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' fees including, (w) a single primary counsel for the Agents, (x) a single primary counsel for the Lenders, (y) a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated and disbursements(z) a single financial advisor) 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, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender Indemnified Party is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or any third party) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (ii) 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 or operated by the Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the noncompliance with Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property at any time owned, leased, operated or occupied by the Borrower or any of its Restricted Subsidiaries, or any Environmental Claim asserted against the Borrower or any of its Restricted Subsidiaries, or any Rig or Real Property at any time owned, leased, operated or occupied by the Borrower or any of its Restricted 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 litigation, claim or other proceeding (but excluding any lossesproceeding; provided that no such Indemnified Party will be indemnified for costs, liabilities, claims, damages expenses or expenses liabilities to the extent incurred 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 the Person to be indemnified or its Affiliates or employees)such Indemnified Party. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender Indemnified Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Without limiting the Borrower’s reimbursement, indemnification and contribution obligations set forth in this Section 12.01, in no event will such Indemnified Party have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnified Party’s activities related to this Agreement or the other Loan Documents. In no event will the Borrower have any liability to the Indemnified Parties for any indirect, consequential, special or punitive damages in connection with or as a result of the Borrower’s activities relating to this Agreement or the other Loan Documents, other than reimbursement, indemnity and contribution obligations set forth in this Section 12.01 relating to indirect, consequential, special or punitive damages for which an Indemnified Party is liable or as set forth elsewhere in this Agreement.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Purchasers and the Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Milbank, Tweed, Xxxxxx & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, XxXxxx LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Mezzanine Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by the Holders and the Agent in connection with any amendment, waiver or consent relating hereto or thereto (whether or not such amendment, waiver or consent shall become effective), and, after an Event of Default, reimburse the Holders and the Agent for all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement incurred in connection with the enforcement of this Agreement, the LLC Agreement, the Unitholders Agreement and the other Mezzanine Transaction Documents and the documents and instruments referred to herein and therein and or the collection of any amendment, waiver amounts due under any Mezzanine Transaction Documents including pursuant to any insolvency or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Holders and the Agent, the Collateral Agent and for each of the Lenders); (iiiii) pay and hold each of the Lenders Holders and the Agent harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Holders and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lenderthe Holders and the Agent) to pay such taxes; and (iiiiv) indemnify each the Holders and the Agent, the Arranger and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, Holder or the Arranger or any Lender Agent is a party thereto) related to the entering into and/or performance of this Agreement, the LLC Agreement, the Unitholders Agreement or any other Credit Mezzanine Transaction Document or the Restructuring Agreement or the use of any proceeds of the Bridge Loans any Notes hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transactions), or in any other Credit Document Mezzanine Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Mezzanine Transaction Documents, or (c) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or at or emanating from any facility or equipment owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any Credit DocumentsParty at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the noncompliance by any Credit Party or of any Real Property owned or operated by any Credit Party with Environmental Laws, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender Holders set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severallyThe Borrower, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-of- pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of each Agent, the Collateral Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each of the Administrative Agent, the Collateral Agent Agents and for each of the LendersBanks); (ii) pay and hold each Agent, the Collateral Agent and each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each Agent, the Collateral Agent 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 such LenderAgent, the Collateral Agent or such Bank) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless each Agent, the Arranger Collateral Agent and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents (collectively, called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any -146- Agent, the Arranger Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Bank, the Parent or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (c) any Environmental Claim relating to the Parent or any of its Subsidiaries or any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (d) the exercise of the rights of any Agent, the Collateral Agent and any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. Each Credit Party, jointly and severally, (a) The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent Agent, the Collateral Agent, each Letter of Credit Issuer, the Swingline Lender and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents, the Collateral Agent Agent, each Letter of Credit Issuer, the Swingline Lender and for each of the Lenders); (ii) pay and hold each of the Lenders (including in its capacity as Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as Agent, the Arranger Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representatives employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Lender, any Credit Party or any third Person or otherwise (except to the extent between or among any Lenders in their capacity as such)) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans hereunder or the Bridge Loans Transaction or the consummation of any of the transactions contemplated herebyin any Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or ground water or on the surface or subsurface of any other Credit Document property owned or operated at any time by Borrower or any of its Subsidiaries or the exercise generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of their rights its Subsidiaries at any location, or remedies provided herein the noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or any Environmental Claim in connection with the other Credit DocumentsBorrower or any of its Subsidiaries or business or operations or any property owned or operated at any time by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a final and non-appealable decision and (y) for purposes of clause (b) only and without limiting the indemnity in favor of such Indemnified Persons for purposes of clause (a), to the extent incurred by any affiliate of an Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer and any officer, director, trustee, employee, representative, advisor and agent of any such affiliate, if such Indemnified Person to be indemnified is not involved, directly or its Affiliates or employeesindirectly, in any of the transactions contemplated by the Credit Documents). . (b) To the full extent that the undertaking to indemnify, pay or hold harmless any Agentpermitted by applicable law, the Arranger 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 Lender set forth in agreement or instrument contemplated hereby, the preceding sentence may transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be unenforceable because it is violative liable for any damages arising from the use by unintended recipients of any law information or public policyother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit PartiesDocuments or the transactions contemplated hereby or thereby, jointly and severally, shall make the maximum contribution except to the payment 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 satisfaction of each of the indemnified liabilities which is permissible under applicable lawnon-appealable decision) .

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger (y) each Agent in connection with its syndication efforts with respect to this Agreement and (z) the Administrative Agent and, following and during the continuation of each Agent and an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative AgentAgent and, following and during the Collateral Agent and continuation of an Event of Default, for each of the Lenders)) in each case promptly following receipt of a reasonably detailed invoice therefor; (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries, or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severallyThe Borrower, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-of- pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of each Agent, the Collateral Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each of the Administrative Agent, the Collateral Agent Agents and for each of the LendersBanks); (ii) pay and hold each Agent, the Collateral Agent and each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each Agent, the Collateral Agent 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 such LenderAgent, the Collateral Agent or such Bank) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless each Agent, the Arranger Collateral Agent and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents (collectively, called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Bank, the Parent or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (c) any Environmental Claim relating to the Parent or any of its Subsidiaries or any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (d) the exercise of the rights of any Agent, the Collateral Agent and any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case LLP and of the Agents' consultants and other counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) Agents in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and of each Agent and the Agents and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, after the Collateral Agent and occurrence of an Event of Default, for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives representatives, agents, trustees and 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 Arranger Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property currently or previously owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not currently or previously owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property currently or previously owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees -115- 117 and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but in each of the foregoing instances excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as finally determined by a court competent jurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger each 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case and of the Agents' local counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, (x) of the Agents (including, without limitation, the reasonable fees and expenses of White & Case LLP or any other single law firm retained by the Agents) with respect to any amendment, waiver or consent relating hereto or theretoto this Agreement and/or the other Credit Documents, (y) of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and (z) of each Agent and the Agents and, after the occurrence of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, after the Collateral Agent and occurrence of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Parent 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 Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery and administration of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel Case LLP and of consultants and advisors to the Administrative AgentAgent and its counsel); (ii) whether or not the transactions herein contemplated are consummated, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) Agent in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement or any other Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each the Administrative Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, the Collateral Agent and for each of the Lenders); (iiiv) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiv) indemnify each Agent, the Arranger Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives and agents (each, an “indemnified person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements“Claims”) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Revolving Loans hereunder or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law).

Payment of Expenses, etc. Each Credit Party, jointly and severally, The 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 Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase, as special U.S. counsel subject to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel limitations agreed to by the Administrative AgentAgent and the Borrower); (ii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and Walkers, as special Cayman Islands counsel to expenses of the Administrative AgentAgent in connection with any amendment, waiver or consent relating to this Agreement or any other Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and each of the Banks in connection with the preparation, execution and delivery enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (iiiv) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiv) indemnify each Agent, the Arranger Administrative Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents (each, an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements"Claims") incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party(a) The Borrower will, jointly and severally, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise Jonex, Xxy, Reavxx & XxxxxxxxXogux, as special U.S. xxecial counsel to the Administrative Agent), Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to and of the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders and any allocated costs of internal counsel for any of the Lenders); . (iib) In the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrower will 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. (c) The Borrower will pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and . (iiid) The Borrower will indemnify each Agent, the Arranger and each Lender, and each of their respective its officers, directors, employees, representatives and agents (collectively, the "INDEMNITEES") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees 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, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any 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 contemplated herebysolely involving the assignment by a Lender of all or a portion of its Loans and Commitment, or the granting of participations therein, as provided in any other Credit Document this Agreement, or the exercise arising solely out of any examination of their rights a Lender by any regulatory authority having jurisdiction over it, or (ii) the actual or remedies provided herein or alleged presence of Hazardous Materials in the other Credit Documentsair, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by 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 Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person person to be indemnified or its Affiliates of any other Indemnitee who is such person or employeesan Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly The Borrowers agree on a joint and severally, agrees ------------------------- several basis to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Agent, each Agent Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Agent, each Letter of Credit Issuer and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the LendersBanks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify each the Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent, any Letter of Credit Issuer or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agent, the Collateral Agent, any Letter of Credit Issuer, any Bank, 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 the proceeds of any Loans hereunder or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified), or its Affiliates (b) the actual or employees). To alleged presence of Hazardous Materials in the extent that air, surface water or groundwater or on the undertaking to indemnifysurface or subsurface of any Real Property or any Environmental Claim, pay or hold harmless any Agentin each case, including, without limitation, the Arranger reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawother proceeding.

Payment of Expenses, etc. Each Credit Party, Holdings and the Borrower hereby jointly and severally, agrees severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case LLP and local counsel to and any outside consultants hired by the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentAgents) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of each Agent the Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent Agents and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each Agent, and hold harmless the Arranger Agents and each LenderBank, and each of their respective Affiliates, officers, directors, employees, representatives representatives, attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any Agentthe Agents, the Arranger Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agents, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by Holdings or any of its Subsidiaries or; (c) any Environmental Claim relating to Holdings or any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries or; (d) the exercise of the rights of the Agents and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee seeking indemnification hereunder.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or ------------------------- not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP and Dow, as special U.S. Xxxxxx & Xxxxxxxxx PLLC (FCC counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentAgents)) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its their syndication efforts with respect to this Agreement and of each Agent and and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of counsel and consultants for each Agent and, after the Administrative Agentoccurrence of an Event of Default, the Collateral Agent and counsel for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives representatives, agents and affiliates 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 Arranger Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified or its Affiliates or employees(as finally determined by a court of competent jurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees tothat 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 Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise Sxxxxx & XxxxxxxxKxxxxx LLP, as special U.S. Mxxxx Xxxxx JSM, other counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Agent and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each Agent the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each of the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agentthe Agents, the Arranger Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Arranger Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Arranger 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 Parties, jointly and severally, 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, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, all reasonable expenses attributable to the Administrative Agent's due diligence undertakings) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and the Lead Arranger in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP), of the Administrative Agent and the Lead Arranger in connection with any other services necessary in order to implement and service the transactions contemplated under this Agreement, and of each the Administrative Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each and hold harmless the Administrative Agent, the Lead Arranger and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Arranger Lead Arranger, the Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Lead Arranger, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without -113- limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or operated at any time by the Borrower or any of its Subsidiaries or; (c) any Environmental Claim relating to the Borrower or any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower, Holdings or any of their respective Subsidiaries or; (d) the exercise of the rights of the Administrative Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees to(a) The Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Winston & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentStraxx xxx local counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein here in and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement and of each the Agent and, 104 following and during the continuation of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgent and, following and during the Collateral Agent and continuation of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (A) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction and the Acquisition) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (B) the 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 (excluding Environmental Laws which are governed by the Environmental Indemnity Agreement) owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnification provided for in this Section 13.01 shall not apply to Environmental Claims, Hazardous Materials or Releases, all of which shall be governed exclusively by the Environmental Indemnity Agreement.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Company shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Xxxxxxx Xxxxxxx & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments 141 C/M 11752.0000 414856.1 referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and, following and during the continuation of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and, following and during the Administrative Agentcontinuation of an Event of Default, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Canadian Acquisition or the Recapitalization) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, includingor (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Company or any of its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Company or any of its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries or any Real Property owned or at any time operated by the Company or any of its Subsidiaries, Joint Ventures or Unrestricted Subsidiaries (but excluding, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross C/M 11752.0000 414856.1 negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Company 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents (for the purposes of this Section 13.01, the term Agent shall include the Collateral Agent) (including, without limitation, the reasonable fees and disbursements of Debevoise Cahill Gordon & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Reindel and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparationxxxxxxxxxxx, execution exxxxxxxn and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger and in connection with its the initial syndication efforts with respect to this Agreement and of each Agent and the Agents and, following an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, the Collateral Agent and following an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, of the Arranger Agents and each LenderBank, and each of their Affiliates and each of them and their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non- compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) ------------------------- whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase) in connection with the negotiation, preparation, execution execu tion and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out- of-pocket costs and expenses of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Agent and each of the Banks thereunder (including, without limitation, the reasonable rea sonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify each the Agent, the Arranger Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives and agents (each an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the other transactions contemplated herebycontem plated in any Credit Document, or (b) the actual or alleged presence of Hazardous Materials in any other Credit Document the air, surface water or groundwater or on the exercise surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of their rights its Subsidiaries, the release, generation, storage, transportation, handling or remedies provided herein disposal of Hazardous Materials at any location, whether or in not owned or operated by the other Credit DocumentsBorrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries of any Real Property with foreign, federal, state and local laws, regulations, ordinances or Environmental Laws (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim relating to the Borrower or any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates of any other Indemnitee who is such Person or employeesan affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentPattxx Xxxgx XXX) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all out-of-pocket costs and expenses of each Agent of the Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after a Default or an Event of Default shall have occurred and therein be continuing, the protection of the rights of each of the Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel for each of the Administrative Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the Lenders); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each of the Agent, the Arranger each Letter of Credit Issuer and each LenderLender and each of their Affiliates, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender such Person is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any such Person, 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 the proceeds of the Bridge any Loans hereunder or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent found to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified), or its Affiliates (b) the actual or employees). To alleged presence of Hazardous Materials in the extent that air, surface water or groundwater or on the undertaking to indemnifysurface or subsurface of any Real Property or any Environmental Claim, pay or hold harmless any Agentin each case, including, without limitation, the Arranger reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or any Lender set forth in other proceeding. The Agent acknowledges that it has received a $50,000 deposit from the preceding sentence may Borrower, which deposit shall be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the applied as partial payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawcosts and expenses described in Section 12.1(i).

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees tothat it shall: ------------------------- (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP), as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and therein, any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each Agent of the Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, the Collateral Agent and following an Event of Default, for each of the LendersBanks), provided that the Borrower's obligation to reimburse the Agents for the -------- reasonable fees and disbursements of White & Case LLP incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the letter dated May 10, 2000 from the Sole Lead Arranger to the Borrower; (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned 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 asserted against any Credit Party, any of its Subsidiaries or any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding 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 its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement and of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks (including the allocated costs of internal counsel, although no Bank shall be entitled to reimbursement for the fees and disbursements of both external counsel and internal counsel)); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toComercial shall: (i) whether or not the transactions herein contemplated are consummated, pay pay, from time to time upon request, all reasonable out-of-pocket costs and expenses of (x) the Administrative Agent (including, without limitation, the reasonable costs and expenses of the syndication of the Loans, the reasonable fees and disbursements of Debevoise Mayer, Brown, Rowe & Xxxxxxxx, Maw LLP as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, Arranger and the Admixxxxrative Agent and of Baker & McKenzie as special Chilean Mexican counsel to the Administrative Arranger and the Xxxxnisxxxxxxx Agent, and Walkersreasonable printing, as special Cayman Islands counsel to the Administrative Agentdocument production and delivery, communication, travel and publicity costs) incurred in connection with the preparation, execution review, negotiation, translation, execution, delivery, syndication and delivery administration of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein prepared in connection herewith or in anticipation hereof and any amendment, waiver or consent relating hereto or thereto, of and (y) the Arranger in connection with its syndication efforts with respect to this Agreement and of each Administrative Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save 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 such Lender) to pay such taxes; and (iii) indemnify each the Administrative Agent, the Arranger and each Lender, and each of their respective officers, directors, employees, 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)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender indemnified person is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Transaction Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsTransaction Document, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred solely by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any AgentEach of Comercial and Vitrocrisa hereby waives and releases each Lender, the Arranger and the Administrative Agent from, and agrees not to pursue against them, any claim for consequential, special or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawpunitive damages.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-of- pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Administrative Agent in connection with its syndication efforts with respect to this Agreement and of each the Administrative Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each the Administrative Agent, the Arranger Collateral Agent and each Lender, and each of their respective officers, trustees, directors, employees, representatives representatives, agents, trustees and affiliates 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 Arranger Administrative Agent or any Lender or any of their affiliates is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Parent or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Parent or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Parent, any of its Subsidiaries or any Real Property owned or at any time operated by Parent or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Lender not to exceed [$________] (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the review, preparation, execution and delivery of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein and any amendment, waiver waiver, public filing or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless each Agent, the Arranger and each Lender, Lender and each of their respective its officers, directors, employees, representatives representatives, attorneys, agents, Affiliates, any other Person in control of any Lender or its affiliates (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, proceedings, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement thereto and whether or any other Credit Document or the use of proceeds of the Bridge Loans or the consummation of any of the transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with not any such investigation, litigation or other proceeding (but excluding is between or among 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 its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any AgentLender, the Arranger Borrower or any Lender set forth in the preceding sentence may be unenforceable because it is violative of its Subsidiaries, or any law third Person or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution otherwise) related to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.the

Payment of Expenses, etc. Each Credit PartyThe Borrowers agree, jointly and severally, agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each of the Administrative Agent and Co-Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Cahill Gordon & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentXxxxxxx) in connection xx xonnxxxxxx with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agent's and Co-Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all out-of-pocket costs and expenses of each of the Agent and Co-Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after a Default or an Event of Default shall have occurred and therein be continuing, the protection of the rights of each of the Agent and Co-Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel for each of the Administrative Agent and Co-Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the Lenders); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each of the Agent, the Arranger Co-Agent, the Collateral Agent, each Letter of Credit Issuer and each LenderLender and each of their Affiliates, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender such Person is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any such Person, 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 the proceeds of the Bridge any Loans hereunder or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent found to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified), or its Affiliates (b) the actual or employees). To alleged presence of Hazardous Materials in the extent that air, surface water or groundwater or on the undertaking to indemnifysurface or subsurface of any Real Property or any Environmental Claim, pay or hold harmless any Agentin each case, including, without limitation, the Arranger reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawother proceeding.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and of each Agent the Agents and, following and during the continuation of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative AgentAgents and, following and during the Collateral Agent and continuation of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agents and each LenderBank, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agents or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction), or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, 138 damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agents or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees to: Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & XxxxxxxxXxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Ltd. and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent and in connection with its syndication efforts with respect to this Agreement and of each Agent and, following and during the continuation of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for Agent and, following and during the Administrative Agentcontinuation of an Event of Default, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document document or the use of proceeds of the Bridge Loans Term Loan or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or, other proceeding; and (iv) pay all fees and expenses (including costs of investigation and reasonable legal fees and expenses) incurred by any Bank in connection with any qualification (or other proceeding exemption or waiver therefrom) of any Bank under, or compliance with, the gaming regulations of any jurisdiction to the extent that any such event arises in connection with this Agreement (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toThe Company shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case and Walkers, as special Cayman Islands counsel to the Administrative Agentof any local counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent (in- cluding, without limitation, the reasonable fees and disburse- ments of White & Case) in connection with its syndication efforts with respect to this Agreement and of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each and hold harmless the Agent, the Arranger Documentation Agent and each LenderBank, and each of their respective officers, directors, employees, affiliates, representatives and agents (each an "Indemnitee" and, collectively called the "Indemnities") from and hold each of them harmless against any and all liabilities, obligations (including removal removal, remedial or remedial corrective actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penaltiespenal- ties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against any of them Indemnitee directly or indirectly based on, 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 or claim (whether or not any Agent, the Arranger or any Lender Indemnitee is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge Loans any Loan hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Company or any of its Subsidiaries, the genera- tion, storage, transportation, handling or disposal by or on behalf of the Company and its Subsidiaries of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the non-compliance of any Real Property at any time owned or operated by the Company or any of its Subsidiaries with federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applica- ble to such Real Property, or any Environmental Claim asserted against the Company, any of its Subsidiaries or any Real Property at any time owned or operated by the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or claim (whether or not any Indemnitee is a party thereto) (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case and of the Agents's local counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its syndication efforts with respect to this Agreement and of each Agent and the Agents and, after the occurrence of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, after the Collateral Agent and occurrence of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, 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, includingor (b) the actual or alleged presence of Hazardous Materials in the air, in each case, without limitationsurface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries or Joint Ventures, the reasonable fees and disbursements generation, storage, transportation, handling or disposal of counsel and other consultants incurred in connection with Hazardous Materials at any such investigationlocation, litigation whether or other proceeding (but excluding not owned or operated by the Borrower or any losses, liabilities, claims, damages of its Subsidiaries or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any AgentJoint Ventures, the Arranger 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 Lender set forth in Environmental Claim asserted against the preceding sentence may be unenforceable because it is violative Borrower, any of its Subsidiaries or Joint Ventures or any law Real Property owned or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.at any time operated by the

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees The Borrowers hereby agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable and documented fees and disbursements of Debevoise Cravath, Swaine & XxxxxxxxXxxxx LLP and, as special U.S. if reasonably necessary, maritime counsel and a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentsuch affected parties similarly situated) in connection with the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and in connection with the preparation, negotiation, execution, delivery and administration of any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Agents and Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements or protection of counsel for the Administrative Agent, the Collateral Agent and for each their rights hereunder or thereunder or in connection with any refinancing or restructuring of the Lenders)credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings; (iib) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Other Taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxesOther Taxes; and (iiic) indemnify each Agent, the Arranger Agents and each Lender, and each of their respective officersAffiliates and Related Parties (each, directors, employees, representatives an “Indemnified Party”) 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 the reasonable attorneys' fees and disbursementsdocumented fees, charges and disbursements of one firm of counsel for all such Indemnified Parties, taken as a whole, and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) 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, (i) any claim, investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender Indemnified Party is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or any third party) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of the Transactions or any of the other transactions contemplated hereby, herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (ii) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Vessel or Real Property at any time owned, leased or operated by any of the Borrowers or any of their respective Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any of the Borrowers or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by any of the Borrowers or any of their respective Subsidiaries, the noncompliance with Environmental Law (including applicable permits thereunder) applicable to any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their respective Subsidiaries, or any other Environmental Liability related to any of the Borrowers or any of their respective Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their respective 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 litigation, claim or other proceeding (but excluding proceeding, or any other liability or obligation under Environmental Law relating in any way to any of the Borrowers or any of their respective Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, liabilities, claims, damages damages, penalties or expenses liabilities (a) to the extent incurred determined by reason a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, fraud, gross negligence or willful misconduct of such Indemnified Party or any Related Party of such Indemnified Party, (b) to the Person to be indemnified extent resulting from a claim brought by any of the Borrowers or any of their respective Subsidiaries against such Indemnified Party or any Related Party of such Indemnified Party for material breach of such Indemnified Party’s obligations hereunder, if such Borrower or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary’s favor on such claim, as determined by a court of competent jurisdiction, (c) to the extent it relates to Taxes (other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements arising from any non-Tax claim) or (d) to the extent resulting from a proceeding that does not involve an act or omission by any of the Borrowers or any of their respective Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or employeesagent in its capacity as, or in fulfilling its role as, Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender Indemnified Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Without limiting the Borrowers’ reimbursement, indemnification and contribution obligations set forth in this Section 10.01, in no event will such Indemnified Party have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnified Party’s activities related to this Agreement or the other Loan Documents. In no event will the Borrowers have any liability to the Indemnified Parties for any indirect, consequential, special or punitive damages in connection with or as a result of the Borrowers’ activities relating to this Agreement or the other Loan Documents, other than any such damages included in a third party claim for which an Indemnified Party is liable and is otherwise entitled to reimbursement, indemnification or contribution under this Section 10.01.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents (for the purposes of this Section 13.01, the term Agent shall include the Collateral Agent) (including, without limitation, the reasonable fees and disbursements of Debevoise Cahill Gordon & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Reindel and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparationprexxxxxxxx, execution and xxxcutxxx xxx delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger and in connection with its the initial syndication efforts with respect to this Agreement and of each Agent and the Agents and, following an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, the Collateral Agent and following an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, of the Arranger Agents and each LenderBank, and each of their Affiliates and each of them and their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non- compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each Agent, and hold harmless the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agent, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or operated at any time by the Borrower or any of its Subsidiaries or; (c) any Environmental Claim relating to the Borrower or any of its Subsidiaries or any Real Property owned or at any time operated by Holding or any of its Subsidiaries or; (d) the exercise of the rights of the Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent each Lender (including, without limitation, the reasonable fees and disbursements of Debevoise Kirkland & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentEllis) in connection with the preparation, execution and delivery dxxxxxxx of this xxxx Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless each Agent, the Arranger and each Lender, Lender and each of their respective its officers, directors, employees, representatives representatives, attorneys, agents, Affiliates, any other Person in control of any Lender or its affiliates (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, proceedings, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Lender, any Loan Party or any of its Subsidiaries, or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents; or (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by any Loan Party or any of its Subsidiaries; or (c) any Environmental Claim relating to any Loan Party, any of its Subsidiaries or any Real Property owned or at any time operated by any Loan Party or any of its Subsidiaries; or (d) the exercise of the rights of any Lender under any of the provisions of this Agreement, any other Loan Document or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based solely on the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawsuch Indemnitee.

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent PCF (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) defend, protect, indemnify each Agent, the Arranger and hold harmless each Lender, and each of their its respective officers, directors, employees, representatives representatives, attorneys, agents, Affiliates, any other Person in control of any Lender or its affiliates (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, proceedings, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Lender, the Borrower or any of its Subsidiaries, or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents; or, including(b) the actual or alleged generation, in each casepresence or Release of Hazardous Materials on or from, without limitationor the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the reasonable fees and disbursements Borrower or any of counsel and other consultants incurred in connection with its Subsidiaries; or (c) any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses Environmental Claim relating to the extent incurred by reason Borrower, any of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Subsidiaries or any Lender set forth in Real Property owned or at any time operated by the preceding sentence may be unenforceable because it is violative Borrower or any of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.its Subsidiaries; or

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees tothat 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 Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP, as special U.S. Royston, Rayzor, Vxxxxxx & Wxxxxxxx, L.L.P., other counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agent and the Administrative Agent, Lead Arrangers and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each Agent the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agentthe Agents, the Arranger Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Arranger Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, The Borrowers jointly and severally, agrees toseverally agree that they will: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and each of the other Agents in connection with the preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase, as special U.S. local and foreign counsel to and, without duplication, the allocated costs of in-house counsel for the other Agents) and of the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agent and each of the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) other Agents in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent, each of the other Agents, the Collateral Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, each of the other Agents and the Collateral Agent and as a group and, after the occurrence of an Event of Default, one additional counsel for each of the LendersLenders as a group); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each the Administrative Agent, each of the Arranger other Agents, the Collateral Agent and each Lender, and each of their respective its officers, directors, employees, affiliates, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Arranger any other Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of hazardous materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of hazardous materials by or of (or on behalf of or at the direction of) Silgan or any of its Subsidiaries at any location, whether or not owned or operated by Silgan or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any environmental claim asserted against Silgan, any of its Subsidiaries or any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent, the Arranger any other Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrowers 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel Case (subject to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean limitations agreed to by the Agents and the Borrower) and of the Agents's local counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, (x) of the Agents (including, without limitation, the reasonable fees and expenses of White & Case or any other single law firm retained by the Agents) with respect to any amendment, waiver or consent relating hereto or theretoto this Agreement and/or the other Credit Documents, (y) of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and (z) of each Agent and the Agents and, after the occurrence of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents and, after the Collateral Agent and occurrence of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, (a) The Borrowers jointly and severally, agrees toseverally agree that they shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agent and the Administrative Agent, Lead Arrangers and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each Agent the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each of the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters matters, the performance or enforcement of any obligations or the exercise of any rights under this Agreement or any other Credit Document, and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agents and each Lender, and each of their respective affiliates, officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, of the Arranger Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any vessel owned or operated by the Borrowers or their respective Subsidiaries or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrowers or any of their respective Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrowers or any of their respective Subsidiaries, the non-compliance of any such vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such vessel or property, or any Environmental Claim asserted against the Borrowers, any of their respective Subsidiaries or any vessel or property at any time owned or operated by the Borrowers or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Arranger Agents or any Lender and each of their respective affiliates set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Credit Parties, jointly and severally, Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) The Borrowers also agree not to assert, and hereby waive, any claim for special, indirect, consequential or punitive damages against any Agent, any Lender, any of their Affiliates, or any of their respective officers, directors, trustees, employees, representatives and agents, on any theory of liability arising out of or otherwise relating to this Agreement, any other agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees to: (i) whether ------------------------- or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement the Credit Documents and the other documents and instru ments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agent's syndication efforts with respect to this Agreement; (ii) pay all reasonable out- of-pocket costs and expenses of the Agent, each Letter of Credit Issuer and each of the Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein and any amendmentbe continuing, waiver or consent relating hereto or thereto, the protection of the Arranger in connection with its syndication efforts with respect to this Agreement and rights of the Agent, each Agent Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the LendersBanks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify each the Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each LenderBank, and each of their respective officers, directors, employeesem ployees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent, any Letter of Credit Issuer or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agent, the Collateral Agent, any Letter of Credit Issuer, any Bank, 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 the proceeds of any Loans hereunder or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified), or its Affiliates (b) the actual or employees). To alleged presence of Hazardous Materials in the extent that air, surface water or groundwater or on the undertaking to indemnifysurface or subsurface of any Real Property or any Environmental Claim, pay or hold harmless any Agentin each case, including, with out limitation, the Arranger reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawother proceeding.

Payment of Expenses, etc. Each Credit Party, jointly and severally, (a) The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent Agent, the Collateral Agent, each Letter of Credit Issuer, the Swingline Lender and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents, the Collateral Agent Agent, each Letter of Credit Issuer, the Swingline Lender and for each of the Lenders); (ii) pay and hold each of the Lenders (including in its capacity as Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as Agent, the Arranger Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representatives employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Lender, any Credit Party or any third Person or otherwise (except to the extent between or among any Lenders in their capacity as such)) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans hereunder or the Bridge Loans Transaction or the consummation of any of the transactions contemplated herebyin any Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or ground water or on the surface or subsurface of any other Credit Document property owned or operated at any time by Borrower or any of its Subsidiaries or the exercise generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of their rights its Subsidiaries at any location, or remedies provided herein the noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or any Environmental Claim in connection with the other Credit DocumentsBorrower or any of its Subsidiaries or business or operations or any property owned or operated at any time by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the any Indemnified Person to be indemnified or its Affiliates or employeesas determined by a court of competent jurisdiction in a final and non-appealable decision). . (b) To the fullest extent that the undertaking to indemnify, pay or hold harmless any Agentpermitted by applicable law, the Arranger 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 Lender set forth in agreement or instrument contemplated hereby, the preceding sentence may transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be unenforceable because it is violative liable for any damages arising from the use by unintended recipients of any law information or public policyother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit PartiesDocuments or the transactions contemplated hereby or thereby, jointly and severally, shall make the maximum contribution except to the payment 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 satisfaction of each of the indemnified liabilities which is permissible under applicable lawnon-appealable decision) .

Payment of Expenses, etc. Each Credit Party, The Borrowers jointly and severally, agrees toseverally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and, following and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and, following and during the Administrative Agentcontinuation of an Event of Default, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Furniture Brands or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Furniture Brands, any of its Subsidiaries, or any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, Borrowers 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. Each Credit Party, jointly and severally, The Borrower agrees tothat 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 Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise Sxxxxx & Xxxxxxxx, as special U.S. Kxxxxx LLP and local counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel Agent in each Acceptable Flag Jurisdiction to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentextent a Mortgaged Vessel or Acceptable Replacement Vessel is flagged therein) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each Agent the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each of the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, of the Arranger Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, each of the Arranger 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 Parties, jointly and severally, 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, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and adequately documented fees and other out-of-pocket costs and expenses (x) of the Administrative each Agent (including, without limitation, the reasonable and adequately documented fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase) arising in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents Documents, the commitment letter, the term sheet and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and of the Arranger Syndication Agent in connection with its syndication efforts with respect to this Agreement (but excluding attorneys' fees and disbursements) and (y) of each Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable and adequately documented fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersBanks including any reasonable allocated costs of in-house counsel); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger each Bank and each Lenderof their respective affiliates, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and adequately documented 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, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document Document, the commitment letter, the term sheet or the actual or proposed use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, 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, in each case, without limitation, the reasonable and adequately documented fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent arising or incurred by reason of (x) a violation of laws or governmental regulations pertaining to lending by the Person to be indemnified (or the Agent or Bank of which such Person is an officer, director, employee, representative or agent); PROVIDED, HOWEVER, that the Person to be indemnified shall, in all events, be entitled to the indemnities set forth in Sections 1.10, 1.11, 2.05 and 4.04 to the extent provided therein, or (y) the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and adequately documented fees and other out-of-pocket costs and expenses (x) of the Administrative each Agent (including, without limitation, the reasonable and adequately documented fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) arising in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents Documents, the commitment letter, the term sheet and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement (but excluding attorneys' fees and disbursements) and (y) of each Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable and adequately documented fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersBanks including any reasonable allocated costs of in-house counsel); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger each Bank and each Lenderof their respective affiliates, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and adequately documented 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, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document Document, the commitment letter, the term sheet or the actual or proposed use of the proceeds of the Bridge any Revolving Loans hereunder or the consummation of any of the transactions contemplated hereby, 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, in each case, without limitation, the reasonable and adequately documented fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent arising or incurred by reason of (x) a violation of laws or governmental regulations pertaining to lending by the Person to be indemnified (or the Agent or the Bank of which such Person is an officer, director, employee, representative or agent); provided, however, that the Person to be indemnified shall, in all events, be entitled to the indemnities set forth in Sections 1.10, 1.11 and 3.04 to the extent provided therein, or (y) the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees to: Interface shall: (i) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-of- pocket costs and expenses of the Administrative Agent Agents in the administration (including, without limitation, both before and after the reasonable fees execution hereof and disbursements including advice of Debevoise & Xxxxxxxx, counsel as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to rights and duties of the Administrative AgentAgents and the Lenders with respect thereto) of, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the 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 herein and therein therein, and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents), and in the case of enforcement of this Agreement or any Credit Document after an Event of Default, all such reasonable, out-of-pocket costs and expenses (including, without limitation, the Collateral Agent reasonable fees and disbursements of counsel), for each any of the Lenders); ; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise documentary, and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Taxes with respect to this Agreement, the foregoing matters Term Notes, and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save 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 such Lender) to pay such taxes; and Taxes; (iii) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives from and agents 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, suits, costs, expenses and disbursements (including reasonable attorneys' 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, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge Loans or the consummation of any of the transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses incurred by any of them (whether or not any of (iv) without limiting the indemnities set forth in subsection (iii) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its 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 extent incurred holders of any such claim), lawsuits, liabilities, obligations, actions, judg- ments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by reason 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 rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the gross negligence Lenders with respect to any Subsidiary of Interface owned or willful misconduct controlled by the Lenders, the Collateral Agent, or their nominees or designees, as a result of their acquisition of Pledged Stock pursuant to exercise of remedies under the Person to be indemnified or its Affiliates or employeesPledge Agreements). To If and to the extent that the undertaking obligations of Interface under this Section 10.04 are unenforceable for any reason, Interface hereby agrees to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall 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. Each Credit Party, jointly and severally, agrees to: Xxxxxx shall: (ia) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Administrative Agent in the administration (including, without limitation, both before and after the execution hereof and including reasonable fees and disbursements expenses actually incurred relating to advice of Debevoise & Xxxxxxxx, counsel as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to rights and duties of the Administrative AgentAgent and the Lenders with respect thereto) of, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the 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 herein and therein therein, and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Administrative Agent), and in the case of enforcement of this Agreement or any Credit Document after an Event of Default, all such reasonable, out-of-pocket costs and expenses (including, without limitation, the Collateral Agent reasonable fees actually incurred and disbursements of counsel), for each any of the Lenders; provided, however, that in no event shall Xxxxxx be obligated to pay any attorneys' fees and related expenses incurred by any Lender other than Agent prior to the occurrence of an Event of Default; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (ii) , pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise documentary, and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Taxes with respect to this Agreement, the foregoing matters Revolving Credit Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save 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 such Lender) to pay such taxesTaxes; and and (iiic) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives from and agents from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)costs, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement any actual or any other Credit Document or the proposed use of the proceeds of the Bridge Loans or the consummation of any of the transactions contemplated herebyRevolving Loans or any Credit Party's entering into and performing of the Agreement, the Revolving Credit Notes 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, in each case, without limitation, the reasonable fees actually incurred and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Xxxxxx shall not be obligated to indemnify any losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct misconduct; (d) without limiting the indemnities set forth in Section 14.04(c), indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the Person date hereof, and including also any amounts paid incidental to be indemnified any compromise or its Affiliates settlement by the Indemnitee or employeesIndemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection 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 rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents. To If and to the extent that the undertaking obligations of Xxxxxx under this Section 14.04 are unenforceable for any reason, Xxxxxx hereby agrees to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which such obligations that is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case and of the Agents' local counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and of each Agent and the Agents and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of counsel for each of the Administrative AgentAgents and, after the Collateral Agent and occurrence of an Event of Default, for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderLenders) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the any Agent, the Arranger Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of the Transaction or any of the other transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and adequately documented fees and other out-of-pocket costs and expenses (x) of the Administrative each Agent (including, without limitation, the reasonable and adequately documented fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) arising in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents Documents, the commitment letter, the term sheet and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement (but excluding attorneys' fees and disbursements) and (y) of each Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable and adequately documented fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersBanks including any reasonable allocated costs of in-house counsel); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger each Bank and each Lenderof their respective affiliates, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and adequately documented 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, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document Document, the commitment letter, the term sheet or the actual or proposed use of the proceeds of the Bridge any Revolving Loans hereunder or the consummation of any of the transactions contemplated hereby, 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, in each case, without limitation, the reasonable and adequately documented fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent arising or incurred by reason of (x) a violation of laws or governmental regulations pertaining to lending by the Person to be indemnified (or the Agent or the Bank of which such Person is an officer, director, employee, representative or agent); PROVIDED, HOWEVER, that the Person to be indemnified shall, in all events, be entitled to the indemnities set forth in Sections 1.10, 1.11 and 3.04 to the extent provided therein, or (y) the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, agrees 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 Administrative Agent Agents in the administration (including, without limitation, both before and after the reasonable fees execution hereof and disbursements including advice of Debevoise & Xxxxxxxx, counsel as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to rights and duties of the Administrative AgentAgents and the Lenders with respect thereto) of, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the 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 herein and therein therein, and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgents), subject, in each case, to any limitations on fees and expenses as shall be agreed upon in writing by the Agents and the Borrower) and in the case of enforcement of this Agreement or any Credit Document during the continuance of an Event of Default, all such reasonable, out-of-pocket costs and expenses (including, without limitation, the Collateral Agent reasonable fees and disbursements of counsel), for each any of the Lenders); ; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise documentary, and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save 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 such Lender) to pay such taxes; and Taxes; (iii) indemnify each Agent, the Arranger Co-Agent and each Lender, and each of their respective officers, partners, directors, employees, representatives from and agents from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)costs, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement any actual or any other Credit Document or the proposed use of the proceeds of the Bridge Loans or the consummation of any of the transactions contemplated herebyLoans or any Credit Party's entering into and performing of the Agreement, the Notes 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, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding proceeding; PROVIDED, HOWEVER, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; and (iv) without limiting the indemnities set forth in subsection (iii) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its 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 any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees, other charges and disbursements of counsel in connection 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 rights or remedies by any Indemnitee under this Agreement any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any lossesIndemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower owned or controlled by the Lenders, liabilitiesthe Collateral Agent, claimsor their nominees or designees, damages as a result of their acquisition of Pledged Stock pursuant to exercise of remedies under the Pledge Agreements or expenses the exercise of voting rights thereunder or to the extent incurred by reason arising out of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesIndemnitee). To If and to the extent that the undertaking obligations of Borrower under this Section 10.04 are unenforceable for any reason, Borrower hereby agree to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall 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. Each Credit Party, The Borrowers jointly and severally, agrees severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP, as special U.S. counsel to the Administrative AgentXxxxxxxxx, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Xxxxxxx and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each the Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Agent and each of the Lenders thereunder, including in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Collateral Agent and for each of the Lenders); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each the Agent, the Arranger Collateral Agent and each Lender, and each of their respective its officers, directors, employees, representatives representatives, agents and sub-collateral agents (each an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (a) any investigationinvestigation (other than those undertaken pursuant to Section 7.02), litigation or other proceeding (whether or not any the Agent, the Arranger Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the other transactions contemplated herebyin any Credit Document, 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 other Credit Document Real Property owned, leased or the exercise of at any time operated by any Borrower or any of their rights respective Subsidiaries, the Release, generation, storage, transportation, handling or remedies provided herein disposal of Hazardous Materials at any location, whether or in not owned, leased or operated by such Borrower or any of its Subsidiaries, the other Credit Documentsnon-compliance by any Borrower or any of their respective Subsidiaries of any Real Property with foreign, federal, state and local laws, regulations, ordinances or Environmental Laws (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim relating to any Borrower or any of their respective Subsidiaries or any Real Property owned, leased or at any time operated by any Borrower or any of their respective Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as finally determined by the court of competent jurisdiction). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 103 Borrowers 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. Each Credit Party, of the General Partner and the Borrower jointly and severally, severally agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement and of each the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify each Agent, and hold harmless the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document Document, (b) the actual or the exercise of any of their rights or remedies provided herein or in the other Credit Documentsalleged generation, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.presence or

Payment of Expenses, etc. Each Credit Party, jointly SNIG and severally, agrees the Borrower hereby agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase); (ii) whether or not the transactions herein contemplated are consummated, as special U.S. counsel to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agent and each of the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) Banks in connection with the preparation, execution and delivery enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the LendersBanks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger Administrative Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents (each, an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements"Claims") incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge Loans or the consummation of any of the transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.any

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, the Co-Agent, and the Banks (including, without limitation, the reasonable fees and expenses of the appraiser delivering the real estate appraisals pursuant to Section 5.14 and the reasonable fees and disbursements of Debevoise Wachtell, Lipton, Xxxxx & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative AgentXxxx, and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent, the Co-Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (includingin cluding, without limitation, the reasonable fees and disbursements disburse ments of counsel for the Administrative Agent, for the Collateral Co-Agent and for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each the Agent, the Arranger Co-Agent and each LenderBank, and each of their respective Affiliates, share holders, officers, directors, employees, representatives representatives, at torneys and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial re medial 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 the Agent, the Arranger Co-Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any the Agent, the Arranger Co-Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrower shall make the maximum contribution con tribution to the payment and satisfaction of each of the indemnified indem nified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, jointly and severally, (a) The Borrower agrees tothat 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 Administrative Agent Agents and their Affiliates (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP, as special U.S. other counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Facility Agent and the Administrative Agent, Mandated Lead Arrangers and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each Agent the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each of the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); ) and (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and . (iiib) indemnify each AgentIn addition, the Arranger Borrower shall indemnify the Agents, the Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents (collectively, the “Indemnified Parties”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, 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, : (i) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Arranger Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein, 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(ii) the actual or alleged presence of Hazardous Materials on any Collateral Vessel or in the air, in each case, without limitation, surface water or groundwater or on the reasonable fees and disbursements surface or subsurface of counsel and other consultants incurred in connection with any such investigation, litigation property at any time owned or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to operated by the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Borrower or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.its Subsidiaries,

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees to: : (ia) whether or not the transactions herein hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Administrative Agent (including, without limitationAgent, the reasonable fees Security Agent and disbursements the Arranger in the administration (both before and after the execution hereof and including advice of Debevoise & Xxxxxxxx, counsel as special U.S. counsel to the Administrative rights and duties of the Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative AgentSecurity Agent and the Lenders with respect thereto) of, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein thereto (including, without limitation, the reasonable fees and disbursements of one counsel for the Administrative Agent and Security Agent), and in the case of enforcement of this Agreement or any Credit Document, all such reasonable, out-of- pocket costs and expenses (including, without limitation, the Collateral Agent reasonable fees and disbursements of counsel) for each any of the Lenders); ; (iib) pay and hold each of the Lenders Agent, the Security Agent, the Lenders, the Swingline Lender and the Issuing Bank harmless from and against any and all present and future stamp, excise documentary, and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) Taxes with respect to this Agreement, the foregoing matters Notes, the Letters of Credit, the other Credit Documents, the Collateral and any payments due thereunder, and save the Agent, the Security Agent, each of Lender, the Lenders Swingline Lender and the Issuing Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and Taxes; (iiic) indemnify each the Agent, the Arranger and each Security Agent, the Arranger, the Issuing Bank, the Swingline Lender, the Lenders and each of their respective officers, directors, employees, representatives from and agents (whether or not any of them is designated a party thereto) (an "Indemnitee") from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)costs, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement any actual or any other Credit Document or the proposed use of the proceeds of the Bridge Loans or the consummation of any of the transactions contemplated herebyLoans or Letters of Credit or the Borrower's, or in any other Credit Document Party's, Agent's, the Security Agent's or any Lender's entering into and performing of the exercise of any of their rights Agreement, the Notes or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, the Borrower shall not be obligated to indemnify any losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising solely out of such Indemnitee's gross negligence or willful misconduct or solely from the breach by such Indemnitee of its obligations hereunder. (d) without limiting the Person indemnities set forth in subsection (iii) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after the Borrower's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to be indemnified any compromise or its Affiliates settlement by the Indemnitee or employeesIndemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees, other charges and disbursements of counsel in connection 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 rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents. To If and to the extent that the undertaking to indemnify, pay or hold harmless obligations of the Borrower under this Section 12.04 are unenforceable for any Agentreason, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall Borrower hereby 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.. 113

Payment of Expenses, etc. Each Credit Party, jointly and severally, The Borrower agrees tothat it shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (as defined in Section 12.01) (including, without limitation, the reasonable fees and disbursements of Debevoise White & XxxxxxxxCase LLP, as special U.S. local counsel to and the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean 's other counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution execu- -109- 116 tion and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Administrative Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for the Administrative Agent, the Collateral Agent Agents and for each of the Lenders); (ii) pay and hold each Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger and Collateral Agent, the Lead Arranger, each Lender, and each of their respective officersaffiliates, directorsand each respective officer, employeesdirector, representatives trustee, employee, representative and agent of any of the foregoing, 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 Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction), or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual 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 or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-applicable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent 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 Parties, jointly and severally, 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. Each Credit Party, The Borrowers jointly and severally, agrees toseverally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-–of-–pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and, following and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and, following and during the Administrative Agentcontinuation of an Event of Default, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Furniture Brands or any of its Subsidiaries, the non–compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Furniture Brands, any of its Subsidiaries, or any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non–appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, Borrowers 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. Each Credit Party, The Borrowers jointly and severally, agrees toseverally agree that they shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case and the Agents' local and foreign counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and of each Agent and the Agents (and, after the occurrence of an Event of Default, each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersLender); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any Real Property, whether or not owned or operated by any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any 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 its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, Borrowers 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Administrative Agent and the Lead Arranger (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, (y) each of the Administrative Agent and the Lead Arranger in connection with its syndication efforts with respect to this Agreement and (z) each of each the Administrative Agent and the Lead Arranger and, following and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, the Collateral Agent and the Lead Arranger and, following and during the continuation of an Event of Default, for each of the Lenders)) in each case promptly following receipt of a reasonably detailed invoice therefor; (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives representatives, affiliates, advisors and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non- compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries, or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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. Each Credit Party, jointly and severally, The Company agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Debevoise Jonex, Xxy, Reavxx & XxxxxxxxXogux, as special U.S. xxecial counsel to the Administrative Agent), Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to and of the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders and any allocated costs of internal counsel for any of the Lenders); (ii) in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Company or any of its Subsidiaries, 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; (iii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger and each Lender, and each of their respective its officers, directors, employees, representatives and agents (collectively, the "INDEMNITEES") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees 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, of (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any 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 contemplated herebysolely involving the assignment by a Lender of all or a portion of its Loans and Commitment, or the granting of participations therein, as provided in any other Credit Document this Agreement, or the exercise arising solely out of any examination of their rights a Lender by any regulatory authority having jurisdiction over it, or remedies provided herein (b) the actual or alleged presence of Hazardous Materials in the other Credit Documentsair, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Company or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, if the Company or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Company or any of its Subsidiaries, in respect of any Real Property owned, leased or at any time operated by the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person person to be indemnified or its Affiliates of any other Indemnitee who is such person or employeesan Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, Company 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. Each Credit Party, jointly and severally, agrees to: The Borrowers shall: (a) (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative outside legal counsel of the Agent (including, without limitation, the reasonable fees and disbursements of Debevoise & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of of, this Agreement and the other Credit Loan Documents, and any amendment, modification or supplement hereof or thereof, and (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender in the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, any refinancing, the renegotiating or the restructuring of, this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceeding and any amendment, waiver or consent relating hereto or thereto, of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein thereto (including, without limitation, including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) for the Administrative AgentAgent and, in the Collateral Agent and case of enforcement, for each of the Lenders); ; (iib) pay and hold the Agent and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save the Agent 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 such Lender) to pay such taxes; and and (iiic) indemnify each Agent, the Arranger Agent and each Lender, and each of their respective officers, directors, employees, representatives from and agents from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)out-of-pocket costs, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) actually incurred by, imposed on or assessed against by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or any Lender is a party thereto) related to any actual or proposed use by the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds Borrowers of the Bridge Loans or the consummation proceeds of any of the transactions contemplated hereby, or in any other Credit Document Loans or the exercise Borrowers' entering into and performing of any of their rights or remedies provided herein or in the other Credit DocumentsLoan Documents to which they are a party, including, in each case, without limitation, including the reasonable fees and disbursements of counsel and other consultants (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that neither the Agent nor any losses, liabilities, claims, damages or expenses Lender shall have the right to the extent incurred by reason of the be indemnified hereunder for its own gross negligence or willful wilful misconduct as evidenced by a final judgment of the Person a court of competent jurisdiction. If and to be indemnified or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless obligations of the Borrowers under this Section 8.4 are unenforceable for any Agentreason, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall Borrowers hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which such obligations that is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-of- pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCase) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agent in connection with its syndication efforts with respect to this Agreement and of each the Agent and and, after the occurrence of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgent and, after the Collateral Agent and occurrence of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present pre sent and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless harm less 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 Arranger Agent or any Lender Bank is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transporta tion, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified or its Affiliates or employees(as finally determined by a court of competent jurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, The Borrowers jointly and severally, agrees severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal and foreign counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and of the Agents in connection with any amendment, waiver or consent relating hereto or thereto, and of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent Agent, each Issuing Lender and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for counsel) and the Administrative protection of the rights of each Agent, each Issuing Lender and each of the Collateral Agent Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for each Agent, each Issuing Lender and each of the Lenders); (iiiii) pay and hold each of the Agents, each Issuing 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 (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Agents, each Issuing 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, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives representatives, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' 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 Arranger any Issuing Lender or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Issuing Lender, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, includingobligations, 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, 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 other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or 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 its Affiliates or employeesindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall 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.

Payment of Expenses, etc. Each Credit Party, The Borrowers jointly and severally, agrees toseverally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their respective syndication efforts with respect to this Agreement and of each the Administrative Agent and, following and during the continuation of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgent and, following and during the Collateral Agent and continuation of an Event of Default, for each of the LendersBanks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agents and each LenderBank (including in its capacity as an Issuing Bank), and each of their respective officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated herebyherein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Furniture Brands or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Furniture Brands, any of its Subsidiaries, or any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Borrowers 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. Each The Credit Party, Agreement Parties jointly and severally, agrees severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, Case LLP and Walkers, as special Cayman Islands counsel to the Administrative Agentlocal counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agents' syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative each Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the Lenders); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives representatives, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suits, costs, expenses reasonable fees and disbursements (including reasonable attorneys' fees and disbursementsof counsel) 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 Arranger Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans hereunder or any drawing on any Letter of Credit or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified, as determined by a court of competent jurisdiction in a final and non-appealable decision), or its Affiliates (b) the actual or employees)alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, Agreement Parties jointly and severally, shall severally agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No person to be indemnified shall be liable for any damages arising from the use by others of any information or other materials obtained through Intralinks or other similar transmission systems in connection with this Agreement. All amounts due under this Section 13.01 shall be payable within ten (10) Business Days after demand therefore. The agreements in this Section 13.01 shall survive the payment of all Obligations.

Payment of Expenses, etc. Each Credit Party, (a) The Borrowers jointly and severally, agrees toseverally agree that they shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case LLP and the Agents’ local and foreign counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement and of each Agent and the Agents (and, after the occurrence of an Event of Default, each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersLender); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as Agent, the Arranger Swingline Lender and/or Issuing Bank) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representatives employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys' ’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials at any Real Property, whether or not owned or operated by any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified or its Affiliates or employeesas determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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, no Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or 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 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. Each Credit Party, The Borrowers jointly and severally, agrees toseverally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Winston & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentXxxxxx LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and, following and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and, following and during the Administrative Agentcontinuation of an Event of Default, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives representatives, affiliates and agents (each, an "Indemnitee") 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 Arranger Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Furniture Brands or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Furniture Brands, any of its Subsidiaries, or any Real Property owned or at any time operated by Furniture Brands or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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 extent permitted by applicable law, the Borrowers agree that they shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Payment of Expenses, etc. Each Credit Party, jointly and severally, agrees toThe Company shall: (i) whether or ------------------------- not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Case LLP and Royston, Rayzor, Xxxxxxx & Xxxxxxxx, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentL.L.P.) in connection with the preparation, execution and delivery of this Agreement and the any other Credit Documents Document and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or theretohereto, of the Arranger each Agent in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the any other Credit Documents Document and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral each Agent and for each of the LendersBanks (including the allocated costs of internal counsel, although no Bank shall be entitled to reimbursement for the fees and disbursements of both external counsel and internal counsel)); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, documentary, value added, sales and use, property excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to (x) the foregoing matters matters, (y) any payment under this Agreement or any other Credit Document or under a Letter of Credit or (z) the enforcement of this Agreement or any other Credit Document or a Letter of Credit and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Collateral Agent, the Issuing Banks and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any either Agent, the Arranger Collateral Agent, the Issuing Banks or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document Document, or the use of proceeds any Letter of the Bridge Loans Credit or the consummation of any of the transactions contemplated hereby, or in any other Credit Document herein or the exercise of any of their rights or remedies provided herein herein, or (b) the actual or alleged presence of Hazardous Materials in the other Credit Documentsair, surface water or groundwater or on the surface or subsurface of any real property owned or operated by the Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the noncompliance of any real property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Company, any of its Subsidiaries or any real property owned or operated by the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employees(as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any the Agents, the Collateral Agent, the Arranger Issuing Banks or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, Company 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. Each Credit Party, jointly and severally, agrees toThe Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise O'Melveny & XxxxxxxxMyerx XXX, as special U.S. counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and (y) of the Arranger in connection with its syndication efforts with respect to this Agreement and of each Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of O'Melveny & Myerx XXX, special counsel for to the Administrative Agent, the Collateral Agent and for each of the Lenders)Banks) and (z) of any consultants or accountants chosen by Required Banks, to investigate, test or review such matters relating to the Borrower and its Subsidiaries as the Agent shall designate; provided that the fees of such consultants or accountants shall be subject to the prior approval of the Borrower, which approval shall not be unreasonably withheld; (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Each Credit Party, The Borrowers jointly and severally, agrees ------------------------- severally agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Debevoise Cravath, Swaine & Xxxxxxxx, as special U.S. Xxxxx and no more than one local and one foreign counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agents and 156 the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative AgentCollateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Administrative Agents, the Collateral Agent, the Collateral Agent Letter of Credit Issuers and for each of the Lenders); (iic) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiid) indemnify each Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each Lender, Lender and each of their respective officers, directors, employees, representatives representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Affiliates Subsidiaries or employees)any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, Borrowers jointly and severally, 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. Each Credit Party, The Borrowers jointly and severally, agrees severally ------------------------- agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. Case LLP and local and foreign counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to Agents and the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Collateral Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger thereto and in connection with its the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (i), the Agents shall use the same counsel); (ii) pay all reasonable out-of-pocket costs and expenses of each Agent Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each Agent, the Collateral Agent each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for each Agent, for the Administrative Collateral Agent, the Collateral Agent for each Letter of Credit Issuer and for each of the Lenders); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Arranger Collateral Agent, each Letter of Credit Issuer and each Lender, Lender and each of their respective officers, directors, employees, representatives representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans hereunder or any drawing on any Letter of Credit or the Bridge Loans Transaction or the consummation of any of the other transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or its Affiliates (b) the actual or employees)alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, Borrowers jointly and severally, severally 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. Each Credit Party, jointly and severally, The Borrower agrees tothat it shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Debevoise White & Xxxxxxxx, as special U.S. counsel to Case and the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean 's local counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentconsultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Administrative Agent in connection with its syndication efforts with respect to this Agreement and of each the Administrative Agent and and, after the occurrence of an Event of Default, each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and for each of the Lenders); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify each Agent, the Arranger Administrative Agent and each LenderBank, and each of their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or its Affiliates or employeesindemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger Administrative Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties, jointly and severally, 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. Each Credit Party, (a) The Borrowers jointly and severally, agrees toseverally agree that they shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable and documented fees and disbursements of Debevoise & Xxxxxxxx, as special U.S. one primary counsel to the Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean and one local or foreign counsel to the Administrative Agent, and Walkers, as special Cayman Islands counsel to the Administrative Agentin each applicable jurisdiction) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Arranger Agents in connection with its their syndication efforts with respect to this Agreement Agreement, of each Issuing Bank and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and of each Agent and each of the Lenders Agents in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable and documented fees and disbursements of one primary counsel for the Administrative AgentAgents, taken as a whole, and one local counsel for the Collateral Agent and for Agents, taken as a whole, in each of the Lendersapplicable jurisdiction); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as Agent, the Arranger Swingline Lender and/or Issuing Bank) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representatives employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys' fees fees, documented out-of-pocket disbursements and disbursementsother charges of one counsel to the Indemnified Persons, taken as a whole, and one local counsel to the Indemnified Persons taken as a whole in each applicable jurisdiction; provided that if one or more Indemnified Persons shall have concluded that (i) there are legal defenses available to it that are different from or in addition to those available to one or more other Indemnified Persons or (ii) the representation of the Indemnified Persons (or any portion thereof) by the same counsel would be inappropriate due to differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such relevant Indemnified Persons, in each relevant jurisdiction) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Arranger Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of the Bridge any Loans hereunder or the consummation of any of the transactions contemplated hereby, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials at any Real Property, whether or not owned or operated by any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified or its Affiliates Related Parties, or employeesmaterial breach in bad faith of this Agreement by such Indemnified Person or its Related Parties; in each case as determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Arranger 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 Parties, jointly and severally, 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, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, punitive, 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 Letter of Credit or the use of the proceeds thereof. To the full extent permitted by applicable law, no Indemnified Person shall assert, and each Indemnified Person hereby waives, any claim against any Borrower, on any theory of liability, for special, indirect, punitive, 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 Letter of Credit or the use of the proceeds thereof; provided that nothing set forth in this sentence shall affect or limit the Borrowers’ obligations set forth in Section 13.01. 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); provided that nothing set forth in this sentence shall affect or limit the Borrowers’ obligations set forth in Section 13.01.