Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. 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 (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iBorrowers jointly and severally 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 White & Case LLP and the Administrative Agent’s other Agents' local and foreign counsel and consultants) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent Agents (and, after the occurrence of an Event of Default, each of the Issuing Lenders and 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders Agent and Lenderseach Lender); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their -120- respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors 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 the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased owned or operated by the any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any locationReal Property, whether or not owned, leased owned or operated by the any Borrower or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned, leased owned or operated by the 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower 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. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons (provided that the Borrower shall only be liable for the fees and disbursements of one counsel in connection with the initial preparation, execution and delivery of this Agreement and syndication efforts in respect thereof, and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders (and their respective Affiliates) harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, the Syndication Agents, the Documentation Agents, the Joint Lead Arrangers, the Joint Lead Bookrunners, each Issuing Lender, each Lender and each Lenderof their respective Affiliates, and each of their and their Affiliates’ respective officers, directors, employees, representatives, agents, affiliates, members, partners, 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 the Administrative Agent, any Syndication Agent, any Documentation Agent, any Joint Lead Arranger, any Joint Lead Bookrunner, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence Release or threatened Release 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 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 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 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Syndication Agent, any Documentation Agent, any Joint Lead Arranger, any Joint Lead Bookrunner, any Issuing Lender or any Lender or any other Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of White Lxxxxx & Case Wxxxxxx LLP and the Administrative Agent’s and Collateral Agent’s other counsel and consultantsconsultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.02) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise excise, court or documentary, intangible, recording, filing and other similar documentary taxes Taxes with respect to the foregoing matters (collectively, the “Other Taxes”) and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (iiic) indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual 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 the Borrower US Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower US Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower US Company or any of its Subsidiaries, the non-compliance by the Borrower US Company 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 BorrowerUS Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower US 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Credit Parties jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under Applicable Law. In addition, the Credit Parties jointly and severally agree to reimburse the Administrative Agent and the Collateral Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04, Section 5.05 or Section 5.06, as applicable, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the full extent permitted by applicable law, each of US Company and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Borrower hereby agrees to:(ishall: (i) whether or not the transactions herein contemplated are consummated, pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants's local counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein (including, without limitation, the Synthetic Lease Financing) 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 owned, leased or operated by the Borrower Holdings 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 owned or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 Borrowerin connection with Holdings, any of its Subsidiaries or their business or operations or any Real Property owned or at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (a) 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 White & Case LLP and the Administrative Agent’s other counsel and consultants, subject to receipt of reasonably satisfactory documentation) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, whether or not documented, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and Lenders, subject to receipt of invoices); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, excise excise, documentary, property and other similar documentary taxes taxes, charges, or levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement or otherwise with respect to the foregoing matters this Agreement or any other Credit Document and save the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all liabilities (including interest and penalties) with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 in accordance with their respective terms or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the syndication of this Agreement or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or Documents and (bii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 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, to the extent included in each case of this clause (iiic), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iBorrowers 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 White Milbank, Tweed, Xxxxxx & Case LLP and the Administrative Agent’s other counsel and consultantsXxXxxx) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and (y) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement Agent, the Letter of Credit Issuer, the Swingline Bank and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent andAgent, after for the occurrence Letter of an Event of DefaultCredit Issuer, counsel for the Swingline Bank and for each of the Issuing Lenders and LendersBanks); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Banks, the Swingline Bank and each the Letter of the Lenders Credit Issuer harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders Banks, the Swingline Bank and each the Letter of the Lenders Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank, the Administrative Agent, such Issuing Lender Swingline Bank or such Lenderthe Letter of Credit Issuer) to pay such taxes; and (iii) indemnify each of the Administrative Agent, each Issuing Lender the Letter of Credit Issuer, the Swingline Bank and each LenderBank, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Swingline Bank, the Letter of Credit Issuer or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document Document, the issuance or maintenance of the use of any Letter of Credit or the participation therein or the use or proposed use of the proceeds of any Loans or the Commercial Paper hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excludingexcluding any such liabilities, to the extent included in this clause (iii)obligations, any losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White Xxxxxx Xxxxxx & Case LLP and the Administrative Agent’s other counsel and consultantsXxxxxxx LLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement thereto and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The (a) Each Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented (with supporting documentation) out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable and documented (with supporting documentation) fees and disbursements of White Weil, Gotshal & Case LLP and Xxxxxx LLP, as the Administrative Agent’s other counsel and consultantsCollateral Agent’s counsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Collateral Agent and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent andAgreement, (ii) after the occurrence of an Event of Default, each of the Issuing Lenders Administrative Agent, the Collateral Agent and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable and documented (with supporting documentation) fees and disbursements of counsel and consultants for the Administrative Agent, the Collateral Agent and the Lenders, collectively, which shall be limited to separate counsel for the Administrative Agent and the Collateral Agent, one counsel to the other Secured Creditors, one special counsel and one local counsel to the Secured Creditors taken as a whole in each relevant jurisdiction and, after solely in the occurrence case of an Event of Defaultany conflict, one additional counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; similarly situated Secured Creditors and (iii) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliatesAffiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including without limitation, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) in connection therewith or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower Holdings 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 BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excludingIN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii), any that such losses, liabilities, claims, damages damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final judgment which is no longer subject to appeal to have resulted from the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the any Indemnified Person, (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnified Person to be indemnified (for material breach of such Indemnified Person’s obligations or of their related parties hereunder or under any other Credit Document, if such Credit Party or such Subsidiary has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, which is no longer subject to appeal, (C) arise from claims of any Indemnified Person solely against one or more other Indemnified Persons (other than claims against the Administrative Agent, the Collateral Agent, Lead Arranger, Documentation Agent or other similar Persons, in a final and their respective capacities as such) that do not involve or have not resulted from an act or omission by any Credit Party or any Subsidiary or (D) relate to any settlement agreements entered into by an Indemnified Person without the prior written consent of the Revolving Borrower (not to be unreasonably withheld, conditioned or delayed). This Section 14.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable decision))Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender the Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the each Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.. 108

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP LLP); (ii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent’s Agent in connection with any amendment, waiver or consent relating to this Agreement or any other counsel Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and consultants) expenses of the Administrative Agent and each of the Banks in connection with the preparation, execution, delivery and administration 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the -liv- Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); (iiiv) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, agents, affiliates, trustees and investment advisors an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements"Claims") incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, excluding (x) any claims by the Borrower against any Bank or the Administrative Agent for failure to perform its obligations to the extent included in this clause Borrower hereunder or under any other Credit Document and (iii), y) any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby Each Credit Party, jointly and severally, agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Lender (including, without limitation, the reasonable fees and disbursements of White Debevoise & Case LLP and Xxxxxxxx, as special U.S. counsel to the Administrative Agent’s other , Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Lender, and consultantsWalkers, as special Cayman Islands counsel to the Lender) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and LendersLender); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Lender harmless from and against any and all present prese nt 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 the Administrative Agent, each of the Issuing Lenders and each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative AgentArranger, each Issuing Lender and each the Lender, the Secured Party, the BT Securities Intermediary, the DB Securities Intermediary and the Cayman Lender and each of their respective officers, directors, employeesemployees and representatives from, representatives, agents, affiliates, trustees and investment advisors 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’ ' 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 an y way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative AgentArranger, any Issuing Lender the Lender, the Secured Party, the BT Securities Intermediary, the DB Securities Intermediary or any the Cayman Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 the Bridge Loans hereunder or the consummation of any of the Transaction or any other transactions contemplated herein hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time 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 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 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative AgentArranger, any Issuing Lender the Lender, the Secured Party, the BT Securi ties Intermediary, the DB Securities Intermediary or any the Cayman Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees to:(ijointly and 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 White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s other and, if reasonably necessary, one local counsel and consultantsin any relevant jurisdiction) in connection with the preparation, execution, execution and delivery and administration 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 thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement (whether or not effective), and of the Administrative Agent and, after the occurrence of an Event of DefaultAgents, each of the Lender and Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-work- out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (ii) pay and hold the Administrative each Agent, each of the Issuing Lenders Lender and each of the Lenders Issuing Lender harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative each Agent, each of the Issuing Lenders Lender and each of the Lenders Issuing Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative such Agent, such Lender, such Issuing Lender or such LenderLead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent, each Lender and each Issuing Lender and each Lendertheir respective Affiliates, and each of their respective the officers, directors, employees, representatives, agents, affiliates, trustees 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 the Administrative any Agent, any Issuing Lender or any Issuing Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property at any time owned, leased or operated operated, at any time, by the Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the 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, to the extent included excluding in this clause (iii), each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, any Lender or any Issuing Lender or any Lender other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iCompany shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Purchaser (including, without limitation, the reasonable fees and disbursements of White Milbank, Tweed, Xxxxxx & Case XxXxxx LLP and the Administrative Agent’s other counsel and consultantslocal counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by the Holders 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 in connection with the enforcement of this Agreement and the other Transaction Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including in-house counsel) for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and LendersHolders); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Holders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Holders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such LenderHolders) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender and each LenderHolders, and each of their respective officers, directors, trustees, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender Holder is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Transaction Document or the use of any Letter of Credit or the proceeds of any Loans Notes hereunder or the consummation of the Transaction or any other transactions contemplated herein (including, without limitation, the Transaction), or in any other Credit Document Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Credit Transaction Documents, or (bc) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or at or emanating from any facility or equipment owned or at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by the Borrower or any of its Subsidiaries Obligor at any location, whether or not owned, leased owned or operated by the Borrower Company or any of its Subsidiaries, the non-compliance noncompliance by the Borrower any Obligor or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real PropertyProperty owned or operated by any Obligor with Environmental Laws, or any Environmental Claim asserted against the BorrowerCompany, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender Holders set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower 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. The (a) Each Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented (with supporting documentation) out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable and documented (with supporting documentation) fees and disbursements of White Weil, Gotshal & Case LLP and Xxxxxx LLP, as the Administrative Agent’s other counsel and consultantsCollateral Agent’s counsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Collateral Agent and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent andAgreement, (ii) after the occurrence of an Event of Default, each of the Issuing Lenders Administrative Agent, the Collateral Agent and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable and documented (with supporting documentation) fees and disbursements of counsel and consultants for the Administrative Agent, the Collateral Agent and the Lenders, collectively, which shall be limited to separate counsel for the Administrative Agent and the Collateral Agent, one counsel to the other Secured Creditors, one special counsel and one local counsel to the Secured Creditors taken as a whole in each relevant jurisdiction and, after solely in the occurrence case of an Event of Defaultany conflict, one additional counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; similarly situated Secured Creditors and (iii) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliatesAffiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including without limitation, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) in connection therewith or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower Holdings 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 BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excludingIN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii), any that such losses, liabilities, claims, damages damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final judgment which is no longer subject to appeal to have resulted from the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the any Indemnified Person, (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnified Person to be indemnified (for material breach of such Indemnified Person’s obligations or of their related parties hereunder or under any other Credit Document, if such Credit Party or such Subsidiary has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction, which is no longer subject to appeal, (C) arise from claims of any Indemnified Person solely against one or more other Indemnified Persons (other than claims against the Administrative Agent, the Collateral Agent, Lead Arranger, Documentation Agent or other similar Persons, in a final and their respective capacities as such) that do not involve or have not resulted from an act or omission by any Credit Party or any Subsidiary or (D) relate to any settlement agreements entered into by an Indemnified Person without the prior written consent of the Revolving Borrower (not to be unreasonably withheld, conditioned or delayed). This Section 14.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable decision))Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender the Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the each Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.. 106

Payment of Expenses, etc. The Borrower hereby agrees to:(iupon the occurrence of the Closing Date to: pay (without duplication) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent’s other Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and consultantsJoint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent Agent, the Joint Lead Arrangers and their respective Affiliates in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders 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 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 limitationcase, the reasonable fees out-of-pocket costs and disbursements expenses of one special counsel, one consultant and one local counsel and consultants in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each the group of the Issuing Lenders and Lendersthe group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole); (ii) pay and hold . The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees fees, disbursements and disbursementsother charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) 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 Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyLoan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the issuance, amendment, or extension of any Letter of Credit Documentsor demand for or any payment (or non-payment) of any Letter of Credit, or (bc) 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 Environmental Concern at any time owned, leased or operated by the Borrower or any of its Subsidiaries, Property; the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by the Borrower Holdings 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 Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim related claim asserted against the BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation(collectively, the reasonable fees and disbursements of counsel and other consultants incurred in connection with “Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any such investigationcost, litigation expense or other proceeding (but excluding, liability to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or any Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates),, (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive 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 or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision). This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such sections.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s 's other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, court, excise and other similar documentary taxes taxes, charges or similar levies with respect to the foregoing matters (collectively, "Other Taxes"), and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxesOther Taxes; and (iii) indemnify the Administrative AgentAgent and each Lender for (a) the full amount of Other Taxes paid by the Administrative Agent and/or such Lender, each Issuing Lender and (b) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority; and (iv) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 actual or prospective claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. All amounts due under this Section 13.01 shall be payable within ten days after demand therefor.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (x) the Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP and one local counsel to the Lead Arranger in each relevant jurisdiction and one regulatory counsel) and (y) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of one primary counsel to the Administrative Agent’s other , and one local counsel to the Administrative Agent in each relevant jurisdiction and consultantsone regulatory counsel (and each of the Lead Arranger's and the Administrative Agent's Related Parties) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Term Loans and Term Loan Commitments, and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, the Lead Arranger (and each of the foregoing Persons' Related Parties) and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and each of the Administrative Agent andAgent, after the occurrence of an Event of Default, each of Lead Arranger and the Issuing Lenders and Lenders in connection with the enforcement of, or protection of their rights under, this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesproceedings; and (iiiii) indemnify the Administrative Agent, each Issuing Lender the Lead Arranger and each Lender, and each of their respective officersRelated Parties (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors an "Indemnified Person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, awards, suits, costs, expenses and disbursements (including including, with respect to any such Proceeding, reasonable attorneys’ and consultants’ out-of-pocket fees and disbursementsdisbursements of counsel) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigationprivate, litigation regulatory, self-regulatory or governmental requests, inquiries, investigations, actions, claims, interrogatories, subpoenas, suits, litigation, injunction or other proceeding (whether or not the Administrative Agent, any Issuing Lender Lead Arranger or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding any of the foregoing is brought by or on behalf of any Credit PartyParty (collectively, "Proceedings") related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Credit DocumentsDocuments (including the performance by the Administrative Agent of its duties under Section 12.15), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the non-compliance by the Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim Claim, asserted against the Borrower, any of its Restricted Subsidiaries or any Real Property at any time owned, leased or operated 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 or other proceeding Proceeding (but excluding, to all the extent included foregoing items in this clause (iiiii), collectively, the "Indemnified Liabilities"); provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, obligations, actual losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or expenses to the extent incurred by reason of disbursements resulted primarily and directly from the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (or of any director, officer, employee, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision))jurisdiction. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Lead Arranger or any Lender (or any of their respective Related Parties) set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 12.01, any payments required under this clause (a) shall be payable upon receipt of a summary invoice for such costs and expenses (and with respect to any EEA Financial Institution, such amounts shall be deemed due and payable not later than six (6) days after demand therefor). For the avoidance of doubt, this Section 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and one local counsel to the Administrative Agent’s other counsel Agent in each relevant jurisdiction and consultantsone regulatory counsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (includinglimited, in each the case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an any Event of Default, to one additional counsel for each of the all such Issuing Lenders and Lenders, taken as a whole, one local counsel for all such Lenders, taken as a whole, in each relevant jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interests, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated, taken as a whole); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officersRelated Parties (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ out-of-pocket fees and disbursementsdisbursements of one primary counsel, one local counsel in each relevant jurisdiction and, solely in the case of a conflict of interest as determined by the affected Indemnified Person, one additional counsel in each applicable jurisdiction to the affected Indemnified Person, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Credit DocumentsDocuments (including the performance by the Administrative Agent of its duties under Section 13.15), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the non-compliance by the Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim Claim, asserted against the Borrower, any of its Restricted Subsidiaries or any Real Property at any time owned, leased or operated 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 or other proceeding (but excludingproceeding; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii)that such liabilities, any obligations, actual losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or expenses to the extent incurred by reason of disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified (or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Credit Documents by such Indemnified Person or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction and (z) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in a final its capacity or in fulfilling its role as Administrative Agent, Syndication Agent, Lead Arranger or any other similar role hereunder and non-appealable decision)under any of the other Credit Documents (other than claims arising out of any act or omission of the Borrower or any of its Restricted Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 13.01, any payments required under this clause (a) shall be due 10 Business Days after receipt of a detailed invoice for such costs and expenses.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, without limitation, the reasonable fees and therein expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and or preservation of rights under the other Credit Documents and the documents and instruments referred to herein and therein or (including, without limitation, 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 limitationsuch enforcement, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Issuing Lenders and Lenders); (ii) pay all reasonable fees, costs and expenses (including reasonable fees of employees of the Administrative Agent or its Affiliates) of "field audits" of inventory conducted as provided in Section 7.7(b) limited prior to the occurrence of an Event of Default to $25,000 in any fiscal year; (iii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors Administrative Agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or reasonable expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 (including other extensions of credit) hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (other than investigations, litigation or other proceedings relating solely to claims between or among the Lenders) or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding, to in the extent included in this case of either of clause (iii)A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (i) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel Arranger (and consultantstheir respective Affiliates) in connection with the syndication of the credit facilities provided for herein, the negotiation, preparation, execution, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, subject to any agreed upon limitations, the reasonable and therein documented out-of-pocket fees and expenses of a single law firm acting as counsel for such Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person) and, if necessary, of a single local counsel in each appropriate jurisdiction)) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Administrative Agent and the Lenders (and their respective Affiliates) in connection with its syndication efforts with respect to this Agreement and enforcement of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or (including, without limitation, 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 limitationsuch enforcement, the reasonable and documented fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Issuing Lenders and Lenders); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender and each Lender, the Arranger and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees agents and investment advisors Affiliates (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’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigationthereto, litigation or other proceeding is brought but excluding any investigation initiated by or on behalf of any Credit Partythe Person seeking indemnification hereunder) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans (including other extensions of credit) hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants (including non-duplicative allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding or (ii) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding, to in the extent included in this case of either of clause (iii)i) or (ii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of that they resulted from (x) the bad faith, gross negligence or willful misconduct of the Person to be indemnified such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment)), (y) a material breach by the relevant Indemnitee (as determined by a court of competent jurisdiction in a final non-appealable judgment) of the express contractual obligations of such Indemnitee under any Credit Document pursuant to a claim made by the Borrower or (z) any disputes between or among any of the Indemnitees and not arising from any act or omission by the Borrower or any of its Affiliates, other than claims against any Indemnitee (or its Affiliates) in its capacity as an agent or Arranger with respect to the Credit Documents. To the extent that the undertaking to indemnify, pay or hold harmless In no event shall the Administrative Agent, any Issuing Lender Agent or any Lender set forth be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak or other similar information transmission systems in connection with this Credit Agreement, other than to the extent of direct or actual damages resulting from the gross negligence or willful misconduct of such party or material breach in bad faith by such party of its express contractual obligations hereunder with respect to such information or materials as determined, in each case, by a final and nonappealable judgment of a court of competent jurisdiction. In no event shall the Borrower, any of its Affiliates or any Indemnitee be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) that may be alleged as a result of this Credit Agreement or any other Credit Document or any of the transactions contemplated hereby or thereby (except, in the preceding sentence may case of the Borrower, to the extent otherwise required to be unenforceable because it is violative of any law or public policy, indemnified by the Borrower shall make the maximum contribution pursuant to the payment and satisfaction terms of each of the indemnified liabilities which is permissible under applicable lawthis Section 10.5).

Payment of Expenses, etc. The Borrower hereby Borrower, agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel and consultantsLLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative 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 Administrative Collateral Agent and, after the occurrence of an Event of Default, and each of the Issuing Lenders and 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders Agents and Lendersfor each of the Banks); (ii) pay and hold the Administrative each Agent, each of the Issuing Lenders Collateral Agent and each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative each Agent, each of the Issuing Lenders 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 the Administrative such Agent, such Issuing Lender the Collateral Agent or such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify the Administrative and hold harmless each Agent, each Issuing Lender the Collateral Agent and each LenderBank, and each of their respective officers, directors, employees, representatives, agentsattorneys and agents (collectively, affiliates, trustees and investment advisors called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative any -146- Agent, any Issuing Lender the Collateral Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among any Credit PartyAgent, 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, or (b) the actual or alleged generation, presence or Release of Hazardous Materials in on or from, or the airtransportation of Hazardous Materials to or from, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time 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 Parent 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 or; (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against relating to the Borrower, Parent or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by the Borrower Parent or any of its SubsidiariesSubsidiaries 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 when such Indemnified Matter arises, but excluding any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower 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. (a) The Borrower hereby agrees to:(iBorrowers jointly and severally 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 White & Case LLP and the Administrative Agent’s other Agents’ local and foreign counsel and consultants) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent Agents (and, after the occurrence of an Event of Default, each of the Issuing Lenders and 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders Agent and Lenderseach Lender); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative each Lender (including in its capacity as Agent, each Swingline Lender and/or Issuing Lender Bank) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representativesemployee, agentsrepresentative, affiliatesadvisor and agent thereof (each, trustees and investment advisors an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased owned or operated by the any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any locationReal Property, whether or not owned, leased owned or operated by the any Borrower or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned, leased owned or operated by the 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, to the extent included in this clause (iii), excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower 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. The Borrower Borrowers hereby agrees to:(iagree to: (a) 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 Pari Passu Collateral Agent (including, without limitation, including the reasonable fees and disbursements of White Cravath, Swaine & Case Mxxxx LLP and the Administrative Agent’s other and, if reasonably necessary, maritime counsel and consultantsa 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) in connection with the preparation, execution, delivery and 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders 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 or protection of their rights hereunder or thereunder 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 (includingproceedings, in each case without limitationprovided, however, that the reasonable fees Loan Parties shall not be responsible for fees, costs, out-of-pocket expenses and disbursements of legal counsel and consultants for of the Administrative Agent and, after and the occurrence of an Event of Default, counsel for each Pari Passu Collateral Agent incurred in connection with the preparation and negotiation of the Issuing Lenders and Lenders)Loan Documents on or prior to the Effective Date; (iib) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender Agents and each Lender, and each of their respective officersAffiliates and Related Parties (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors 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’ including, without limitation, the fees, charges and consultants’ fees 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 disbursementsa 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, (ai) any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender Indemnified Party is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyLoan 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 any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated 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 (bii) 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 Borrower Borrowers or any of its their Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by any of the Borrower Borrowers or any of its their Restricted Subsidiaries at any location, whether or not owned, leased or operated by any of the Borrower Borrowers or any of its their Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries noncompliance with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, Vessel or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased leased, operated or operated occupied by any of the Borrowers or any of their Subsidiaries, or any Environmental Claim related to the Borrower or any of its Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of 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 litigation, claim or other proceeding proceeding, or any other liability or obligation under Environmental Law relating in any way to the Borrower or its Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, claims, damages, penalties or liabilities (but excluding, a) to the extent included in this clause (iii)determined by a final, any lossesnon-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Party, (b) to the Person to be indemnified (extent resulting from a claim brought by the Parent or any of its Subsidiaries against such Indemnified Party for material breach in bad faith of such Indemnified Party's obligations hereunder, if the Parent 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 or (c) to the extent resulting from a proceeding that does not involve an act or omission by the Parent or any of its Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Joint Global Coordinator, Joint Bookrunner, arranger, bookrunner or agent in a final and non-appealable decision)its capacity as, or in fulfilling its role as, Joint Global Coordinator, 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 the Administrative Agent, any Issuing Lender 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 Borrower 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 reimbursement, indemnity and contribution obligations set forth in this Section 10.01 relating to indirect, consequential, special or punitive damages for which an Indemnified Party is liable.

Payment of Expenses, etc. The Borrower hereby agrees to:(ishall: (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 Co-Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultantslocal counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent each Co-Lead Arranger in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent andAgent, after the occurrence of an Event of Default, each Issuing Bank and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including in-house counsel) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and Lendersthe fees payable to the lessor upon the foreclosure under the St. Luke's Lease and prior to the date such lease is terminated); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Co-Lead Arranger, the Collateral Agent, each Issuing Lender Bank and each Lender, and each of their respective officers, directors, trustees, employees, representatives, agents, affiliates, trustees representatives and investment advisors Administrative Agent from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Co-Lead Arranger, any Issuing Lender Bank, the Collateral Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among the Administrative Agent, any Co-Lead Arranger, the Collateral Agent, any Issuing Bank, any Lender, any Credit PartyParty 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 consummation of the Transaction or any other transactions contemplated herein (including, without limitation, the Transaction), or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual 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 operated or operated occupied 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 operated or operated occupied by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property at any time owned, operated or occupied by the Borrower or any of its Subsidiaries with any Environmental Law 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 any such Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesProperty, 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, to the extent included in this clause (iii), excluding any losses, liabilities, penalties, claims, damages damages, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (a) 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 White & Case LLP and the Administrative Agent’s other counsel and consultants, subject to receipt of reasonably satisfactory documentation) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, whether or not documented, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and Lenders, subject to receipt of invoices); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, excise excise, documentary, property and other similar documentary taxes taxes, charges, or levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement or otherwise with respect to the foregoing matters this Agreement or any other Credit Document and save the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all liabilities (including interest and penalties) with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 in accordance with their respective terms or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the syndication of this Agreement or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or Documents and (bii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 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, to the extent included in each case of this clause (iiic), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees to:(ijointly and 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 White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s other and, if reasonably necessary, one local counsel and consultantsin any relevant jurisdiction) in connection with the preparation, execution, execution and delivery and administration 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), of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, Agents and each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders Lender harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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 the Administrative such Agent, such Issuing Lender or such Lenderthe Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent, each Issuing Agent and each Lender and each Lendertheir respective Affiliates, and each of their respective the officers, directors, employees, representatives, agents, affiliates, trustees 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 the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property at any time owned, leased or operated operated, at any time, by the Lead Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries, ; the non-compliance by the Lead 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 Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included excluding in this clause (iii), each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (iii) that do not involve or arise from an act or omission by the Lead Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Party (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender 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 Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Company hereby agrees to:(ito: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expensesi) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, (ii) of the Administrative Agent and its affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, and,(iii) after the occurrence and during the continuance of an Event of Default, of the Administrative Agent and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Issuing Lenders and Lenders); and (iib) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each such Person being called 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 disbursementsdisbursements (which for the avoidance of doubt shall exclude the allocated costs of in-house counsel)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Collateral Agent or any Lender any Indemnitee is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyParty and whether based on contract, tort or any other theory) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the theany actual or alleged presence presence, Release or threatened Release of Hazardous Materials in the airMaterialMaterials on, surface water at, under or groundwater or on the surface or subsurface of from any Real Property at any time timeproperty owned, leased or operated by the Borrower Company or any of its Subsidiaries, the generation, storage, treatment, transportation, handling or disposal Release of Hazardous Materials Material by the Borrower Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Company or any of its Subsidiaries, the non-compliance by the Borrower Company or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to their respective operations or any Real PropertyPropertyand its Subsidiaries, or any Environmental Claim asserted against the BorrowerCompany, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith,related in any way to the Company and its Subsidiaries. The indemnification provided under this Section 11.01 shall not apply to (A) the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified indemnifiedany Indemnitee (each as determined by a court of competent jurisdiction) by final and non-appealable judgment), (B) a material breach of the obligations of this Agreement by any Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment) or (C) any proceeding that does not involve an act or omission by the Company or any of its Subsidiaries and that is brought by any Indemnitee against any other Indemnitee (other than any proceeding against an Indemnitee in its capacity or in fulfilling its role as an Agent or arranger or similar role). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender the Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall Company agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing, the Company shall not be liable for, or have any obligation under, any settlement of any investigation, litigation or other proceeding effected without its written consent (which shall not be unreasonably withheld or delayed), but if settled with the Company’s written consent, or if there is a final non-appealable judgment in any such investigation, litigation or proceeding, the Company agrees to indemnify and hold harmless each Indemnitee in the manner set forth above. To the fullest extent permitted by applicable law, neither the Company, on the one hand, nor any Indemnitee, on the other, shall assert, and each such Person hereby waives, and acknowledges that no other Person shall have, by or through any Indemnitee or the Company, any claim against any Indemnitee or the Company, as applicable, 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 Loan or the use of the proceeds thereof; it being agreed that this sentence shall not limit the indemnification obligations of the Company or any other Credit Party (including in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses). No Indemnitee referred to above shall be liable for any damages to the Company arising from the use by others of any information or other materials distributed to such party by such Indemnitee 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 to the Company resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Payment of Expenses, etc. The Borrower hereby agrees to:(ishall: (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 White & Case LLP (subject to the limitations agreed to by the Agents and the Administrative Agent’s other Borrower) and of the Agents's local counsel and consultants) in connection with the preparation, execution, execution and delivery and administration 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 Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and (z) of the Administrative Agent Agents and, after the occurrence of an Event of Default, each of the Issuing Lenders and 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and LendersBanks); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such LenderBank) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time 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 owned, leased owned or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 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, to the extent included in this clause (iii), 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 (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iIssuers 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 (w) the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable costs and expenses of the arrangement of the issue and sale of the Notes, the reasonable fees and disbursements of White & Case (as special U.S. counsel to the Administrative Agent) and Bruchou, Xxxxxxxxx Xxxxxx & Xxxxxxxx (as Argentine counsel to the Administrative Agent) and reasonable printing, document production and delivery, communication, travel and due diligence costs) and the Registrar incurred in connection with the preparation, review, negotiation, translation, execution and delivery of this Agreement and the other Purchase Documents and the documents and instruments prepared in connection herewith or in anticipation hereof and any amendment, waiver or consent relating hereto or thereto, (x) the Administrative Agent, the Collateral Agent, the Registrar and each of the Purchasers in connection with the enforcement of the Notes, this Agreement and the other Purchase Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of White & Case LLP and counsel for the Administrative Agent’s other counsel , the Collateral Agent, the Registrar and consultantseach of the Purchasers), (y) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement the sale by it of any Dollar Denominated Securities as contemplated in Section 4.4(a), and of the Administrative Agent and, after the occurrence of an Event of Default, (z) each of the Issuing Lenders and Lenders Purchasers in connection with any due diligence conducted by any of them in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)transactions contemplated hereby; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Registrar and each of the Lenders Purchasers harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save and hold the Administrative Agent, each of the Issuing Lenders Registrar and each of the Lenders Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender Registrar or such LenderPurchaser) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent, the Registrar and each LenderPurchaser, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors 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’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender indemnified person is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of the Notes, this Agreement or any other Credit Purchase Document or the use of any Letter of Credit or the proceeds of any Loans Advances hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesPurchase 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 excludingexcluding any such liabilities, to the extent included in this clause (iii)obligations, any losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or litigation, other proceeding or any other circumstance (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 the Borrower Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower Holdings 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 BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its SubsidiariesSubsidiaries or (c) any action pursuant to, or any failure to comply with, Section 13.21, 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The (a) Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all actual, reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (includinglimited, without limitationin the case of legal fees and expenses, to the actual, reasonable and documented fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and and, solely to the extent necessary, one local counsel to the Administrative Agent’s other counsel and consultantsAgent in each relevant jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, and, after during the occurrence continuance of an Event of Default, each of the Issuing Lenders Administrative Agent and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or during such Event of Default 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 limitationcase, the actual, reasonable and documented fees and disbursements of counsel one primary counsel, one local counsel, one other consultant and consultants agents for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than but solely to the extent attributable to that such counsel and other consultants and agents are necessary, and in the case of an actual or potential conflict of interest between the Administrative AgentAgent and one or more Lenders, such Issuing Lender or such Lender) to pay such taxesone additional firm of counsel for the Lenders taken as a whole); and (iiiii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including actual, reasonable attorneys’ and consultants’ fees and disbursementsdisbursements of one consultant, one primary counsel, one local counsel in each relevant jurisdiction, solely to the extent that such counsel and other consultants and agents are necessary, to the Administrative Agent and the Lenders and, solely in the case of an actual or potential conflict of interest, one additional primary counsel, one additional local counsel in each relevant jurisdiction to the affected Indemnified Persons, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Credit DocumentsDocuments (including the performance by the Administrative Agent of its duties under Section 13.15), or (b) the actual or alleged presence Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of at any Real Property at any time 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 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 Claim, asserted against the Borrower, Borrower or any of its Subsidiaries or relating to any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitationthe actual, the reasonable and documented fees and disbursements of counsel and counsel, other consultants and agents incurred in connection with any such investigation, litigation or other proceeding (but excludingproceeding; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii)that such liabilities, any obligations, losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or expenses to the extent incurred by reason of disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified (or of any affiliate, director, officer, employee, representative, counsel, trustee, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Credit Documents by such Indemnified Person or any affiliate, director, officer, employee, representative, counsel, trustee, investment advisor, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnified Persons other than claims (i) against the Administrative Agent, any Lead Arranger or any of their Affiliates in a final its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or any other similar role hereunder and non-appealable decision))under any of the other Credit Documents or (ii) arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lead Arranger, any Lender or any Lender of their respective Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 13.01(a)(ii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are -108- 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 White Xxxxxx Xxxxxx & Case LLP and Xxxxxxx and, in each jurisdiction in which any Collateral is located, one local counsel to the Administrative Agent’s other Banks) with prior notice to the Borrower of the engagement of any counsel and consultants) of each of the Banks in connection with the preparation, execution, delivery and administration enforcement of this Agreement and the other Credit Documents (including in connection with any "work-out" or other restructuring of the Borrower's Obligations or in connection with any bankruptcy, reorganization or similar proceeding with respect to any Credit Party or its Subsidiaries) and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders Banks) with prior notice to the Borrower of the engagement of any counsel and Lenders)the fees and expenses of any appraisers or any consultants or other advisors engaged with prior notice to the Borrower of any such engagement with respect to environmental or other matters; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such LenderBank) to pay such taxes; and (iii) indemnify the Administrative Agenteach Bank, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, costsliabilities, claims, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsarising under Environmental Laws) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 Refinancing or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), 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); and (as determined by a court iv) pay all reasonable out-of-pocket costs and expenses of competent jurisdiction the Agent in a final and non-appealable decision)). To connection with the extent that the undertaking assignment or attempted assignment to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender other Person of all or any Lender set forth in portion of Indosuez's interest under this Agreement pursuant to Section 11.04 incurred prior to 180 days following the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawClosing Date.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case Xxxxxxxxxx Xxxxxxxx LLP and other counsel to the Administrative AgentAgent and all appraisal fees, trustee’s fees, documentary and recording taxes, title insurance and recording, filing and other counsel and consultantsexpenses) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, the Joint Lead Arrangers and the Joint Book Managers in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence and during the continuation of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence and during the continuation of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees agents and investment advisors 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 the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of any of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged or threatened presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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, 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, to the extent included in this clause (iii), 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 (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Each reference to Administrative Agent in this Section 13.01 shall be deemed to refer also to the Collateral Agent.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, GSO and the members of the GSO Lender Group (including, without limitation, including the reasonable fees and disbursements of White Xxxxxx, Xxxxx & Case LLP and Xxxxxxx LLP, Xxxxxxx & Leyton, P.C., as education counsel, XxXxxxxx, Xxxxxxxx & Xxxxxx, as Bahamas counsel, Xxxx Xxxxxxxx LLP, as counsel to the Administrative Agent’s , and, if reasonably necessary, one local counsel in any relevant jurisdiction (or other reasonably necessary local or specialty counsel and consultantsretained with the consent of the Borrower (not to be unreasonably withheld or delayed)) in connection with the preparation, execution, execution and delivery and administration 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), of the Administrative Agent Agents, GSO and the members of the GSO Lender Group in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent andAgents, after the occurrence of an Event of Default, GSO and each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (ii) pay and hold the Administrative each Agent, each of the Issuing Lenders and each of the Lenders Lender harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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 the Administrative Agent, such Issuing Lender Agent or such Lender) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent, each Issuing Lender and GSO, each Lender, and each of their respective Affiliates and branches, and the officers, directors, employees, representatives, agents, affiliates, trustees 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, reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements of (w) a single form of counsel for all Indemnified Persons, taken as a whole, (x) if necessary, a single firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons, taken as a whole, (y) solely in the case of an actual or reasonably perceived conflict of interest, of one additional counsel in each applicable material jurisdiction to the affected Indemnified Persons and (z) one firm of regulatory counsel for all Indemnified Persons, taken as a whole) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsarising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent, any Issuing Lender GSO or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of environment relating in any way to any Real Property at any time owned, leased or operated operated, at any time, by the Borrower or any of its Subsidiaries, Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Holdings’ 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 and documented out-of-pocket fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included excluding in this clause (iii), each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each 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 or any arranger in its capacity as such or in its fulfilling such role unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnified Person) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, any Issuing Lender GSO 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 Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel and consultantslocal counsel) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement the Credit Documents and the other documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Administrative Agent's syndication efforts with respect to this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings and, after an Event of Default shall have occurred and be continuing, the protection of the rights of the Administrative Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including in-house counsel) for the Administrative Agent andAgent, after the occurrence for each Letter of an Event of Default, counsel Credit Issuer and for each of the Issuing Lenders, PROVIDED that the Lenders agree, with respect to matters described in this clause (ii), to employ a common outside counsel, selected by the Administrative Agent and reasonably acceptable to the Required Lenders, except and until, in the good faith judgment of the Lenders (or any of them, as the case may be), the interests of such Lenders conflict sufficiently to warrant the employment of separate counsel for such Lenders (or any of them, as the case may be); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representativesrepresentatives and agents (and, agentsto the extent any Lender is a fund, affiliates, such Lender's trustees and investment advisors advisors) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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 but excluding any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay as a result of, or hold harmless arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender Letter of Credit Issuer or any Lender set forth is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Transaction Document or the use of the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated in any Transaction Document or (b) the actual or alleged presence of Hazardous Materials in the preceding sentence may be unenforceable because it is violative air, surface water or groundwater or on the surface or subsurface of any law Real Property or public policyany Environmental Claim, in each case, including, without limitation, the Borrower shall make the maximum contribution to the payment reasonable fees and satisfaction disbursements of each of the indemnified liabilities which is permissible under applicable lawcounsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White Lxxxxx & Case Wxxxxxx LLP and one local counsel to the Administrative Agent’s other counsel Agent in each relevant jurisdiction and consultantsone regulatory counsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Credit Events and Commitments, the perfection and maintenance of the Liens securing the Collateral and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, the Lead Arranger and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and each of the Administrative Agent and, after and the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of, or protection of their rights under, 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 (includinglimited to one additional counsel for all such parties, taken as a whole, one local counsel for all such parties, taken as a whole, in each case without limitation, the reasonable fees relevant jurisdiction and disbursements of one regulatory counsel and consultants for the Administrative Agent and, after solely in the occurrence case of an Event actual or potential conflict of Defaultinterests among such parties, one additional counsel for in each relevant jurisdiction to each group of the Issuing Lenders and Lendersaffected parties similarly situated, taken as a whole); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, court, intangible, recording, filing, excise and other similar documentary taxes with respect to the foregoing matters and save hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officersRelated Parties (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ out-of-pocket fees and disbursementsdisbursements of one primary counsel, one local counsel in each relevant jurisdiction and, solely in the case of a conflict of interest as determined by the affected Indemnified Person, one additional counsel in each applicable jurisdiction to the affected Indemnified Person, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Credit DocumentsDocuments (including the performance by the Administrative Agent of its duties under Section 12.15), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, the non-compliance by the Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim Claim, asserted against the Borrower, any of its Restricted Subsidiaries or any Real Property at any time owned, leased or operated 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 or other proceeding (but excludingproceeding; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii)that such liabilities, any obligations, actual losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or expenses to the extent incurred by reason of disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified (or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Credit Documents by such Indemnified Person or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction and (z) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in a final its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or other similar role hereunder and non-appealable decision)under any of the other Credit Documents (other than claims arising out of any act or omission of the Borrower or any of its Restricted Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 12.01, any payments required under this clause (a) shall be due 20 days after receipt of a detailed invoice for such costs and expenses.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel and consultantsLLP) in connection with the review, preparation, execution, execution and delivery and administration 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) defend, protect, indemnify the Administrative Agent, and hold harmless each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, attorneys, agents, affiliatesAffiliates, trustees and investment advisors 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’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsLender, 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 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 third Person 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 thereunderotherwise) applicable related to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or 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, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.the

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and LendersLender); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Lender harmless from and against any and all present and future stamp, property, sales and use, value-added, court, excise and other similar documentary taxes taxes, charges or similar levies with respect to the foregoing matters execution, delivery, performance or enforcement of this Agreement or any payment hereunder (collectively, "Other Taxes"), and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender for (a) the full amount of Other Taxes paid by the Lender and each (b) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; and (iv) indemnify the Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, Affiliates and 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 actual or prospective claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, Documents or (b) any Environmental Claim asserted against the actual or alleged presence of Hazardous Materials in the airLender, surface water or groundwater or on the surface or subsurface of any Real Property at any time 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 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 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 Environmental Claim (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. All amounts due under this Section 11.01 shall be payable within 10 days after demand therefor. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify, pay or hold harmless the Lender in respect of any costs, expenses, fees or liability described in this Section 11.01 that arise from or is attributable to the gross negligence of the Lender.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ithat it shall: (i) whether or not only if the transactions herein contemplated are consummatedInitial Borrowing Date occurs, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White counsel, which shall be limited to the fees and expenses of Xxxxxx Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s such other relevant local counsel and consultants) as may be retained in connection with security matters), in connection with the preparation, execution, delivery and administration 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 Administrative Agent Agents in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of the Administrative Agent, the Collateral Agent and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and the Collateral Agent and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders and Lenders); and (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agents and each Lender, and each of their respective Affiliates, officers, directors, employees, representatives, agents, affiliates, 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 the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party, any Sponsor, any of their respective affiliates or any other Person) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) to the extent in any way relating to this Agreement, the other Credit Documents, the Letters of Credit or the Loans, the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the Borrower VHS Holdco I or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower VHS Holdco I or any of its Subsidiaries, the non-compliance of any Real Property owned, leased or operated by the Borrower VHS Holdco I or any of its Subsidiaries with any Environmental Law 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 BorrowerVHS Holdco I, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the Borrower VHS Holdco I 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)) or to the extent incurred as a result of actions taken by a party other than VHS Holdco I or its Subsidiaries after the Real Property is no longer owned, leased or operated by VHS Holdco I or its Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Each of the Parent and the Borrower hereby ------------------------ jointly and severally agrees to:(i) to, whether or not the transactions contemplated herein contemplated or in the other Documents are consummated, : (i) pay on demand all reasonable out-of-of- pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultantscounsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or theretothereto (including, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement without limitation, all reasonable due diligence, collateral review, primary syndication, transportation, computer duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses), and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Agents, the Issuing Lenders Bank and Lenders each of the Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, whether in any action, suit or in connection with litigation, any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any bankruptcy, insolvency or bankruptcy proceedings other similar proceeding affecting creditors' rights generally (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents and for each of the Banks and the Issuing Lenders and LendersBank); (ii) pay and hold the Administrative Agent, each of the Banks and the Issuing Lenders and each of the Lenders Bank harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Banks and the Issuing Lenders and each of the Lenders Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank or the Administrative Agent, such Issuing Lender or such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless each of the Administrative AgentAgents, the Issuing Bank, each Issuing Lender of the Banks, and each Lender, of their Affiliates and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees attorneys and investment advisors agents (each an "Indemnitee") 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 on, asserted or assessed awarded against any of them as a result ofIndemnitee directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party, its directors, shareholders or creditors or an Indemnitee or any Indemnitee is otherwise a party thereto) related to to, or in connection with, 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 consummation of the Transaction or any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, ; or (b) the actual or alleged generation, presence or Release of Hazardous Materials in on or from, or the airtransportation of Hazardous Materials to or from, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time owned, leased or operated by the Borrower Parent 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 by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against relating in any way to the Borrower, Parent or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by the Borrower Parent or any of its Subsidiaries; or (d) the exercise of the rights of any of the Agents, the Issuing Bank and any of the Banks under any of the provisions of this Agreement, any Security Document, or any other 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 (collectively, the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with when such Indemnified ------------------- Matter arises, but excluding any such investigationIndemnified Matter which is found in a final, litigation or other proceeding (but excluding, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined non-appealable judgment by a court of competent jurisdiction in a final and non-appealable decision))to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. To Each Credit Party agrees not to assert any claim against any of the extent that the undertaking to indemnify, pay or hold harmless the Administrative AgentAgents, any of the Banks, the Issuing Lender Bank or any Lender set forth in of their Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the preceding sentence Facilities, the actual or proposed use of the proceeds of the Loans or the Letters of Credit, the Credit Documents or any of the transactions contemplated hereby. If any Credit Party fails to pay when due any costs, expenses or other amounts payable by it under any Credit Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be unenforceable because it is violative paid on behalf of such Credit Party by any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawAgents or any of the Credit Parties, in its sole discretion.

Payment of Expenses, etc. (a) The Borrower Borrowers hereby agrees to:(iagree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx & Case Xxxxxxx LLP and one local counsel to the Administrative Agent’s other counsel Agent in each relevant material jurisdiction and consultantsone regulatory counsel) in connection with the preparation, execution, delivery and administration (including, without limitation, the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement or receipt of funds) of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Credit Events and Commitments, the perfection and maintenance of the Liens securing the Collateral and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement Agent, and each of the Administrative Agent and, after and the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of, or protection of their rights under, 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 (includinglimited to one additional counsel for all such parties, taken as a whole, one local counsel for all such parties, taken as a whole, in each case without limitation, the reasonable fees relevant material jurisdiction and disbursements of one regulatory counsel and consultants for the Administrative Agent and, after solely in the occurrence case of an Event actual or potential conflict of Defaultinterests among such parties, one additional counsel for in each relevant jurisdiction to each group of the Issuing Lenders and Lendersaffected parties similarly situated, taken as a whole); (ii) pay all (A) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Credit Party, (B) reasonable and hold documented out-of-pocket field examination, appraisal, and valuation fees and expenses of the Administrative Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in Section 4.6 of this Agreement, plus a per diem charge at the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save ’s then standard rate for the Administrative Agent, each ’s examiners in the field and office (which rate as of the Issuing Lenders Effective Date is $1,000 per person per day), 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 a one-time charge at the Administrative Agent’s then standard rate for the establishment of electronic collateral reporting systems, such and (C) reasonable fees, charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time charged by the Issuing Lender or such Lender) to pay such taxesincurred or charged by Issuing Lender in respect of Letters of Credit and reasonable and documented out-of-pocket fees, costs, and expenses charged by the Issuing Lender or incurred or charged by Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officersRelated Parties (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ out-of-pocket fees and disbursementsdisbursements of one primary counsel, one local counsel in each relevant jurisdiction and, solely in the case of a conflict of interest as determined by the affected Indemnified Person, one additional counsel in each applicable jurisdiction to the affected Indemnified Person, taken as a whole) 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, (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party, their respective equityholders, Affiliates, creditors or any other third person) 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Credit DocumentsDocuments (including the performance by the Administrative Agent of its duties under Section 12.15), or (bB) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Administrative Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, the non-compliance by the Administrative Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim Claim, asserted against the Administrative Borrower, any of its Restricted Subsidiaries or any Real Property at any time owned, leased or operated by the Administrative 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 or other proceeding (but excludingproceeding; provided, that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent included in this clause (iii)that such liabilities, any obligations, actual losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or expenses to the extent incurred by reason of disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified (or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Credit Documents by such Indemnified Person or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction and (z) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in a final its capacity or in fulfilling its role as the Administrative Agent or other similar role hereunder and non-appealable decision)under any of the other Credit Documents (other than claims arising out of any act or omission of the Administrative Borrower or any of its Restricted Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.. Notwithstanding anything to the contrary contained in this Section 12.01, so long as no Event of Default exists and is continuing, any payments required under this clause (a) shall be due thirty (30) days after receipt of a detailed invoice for such costs and expenses. Notwithstanding anything to the contrary, this Section 12.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 125

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 (subject to the terms of the letter agreement dated August 12, 1996) and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case LLP Xxxxxxx and local counsel issuing opinions pursuant to Section 4.01(C)) with prior notice to the Administrative Agent’s other Borrower of the engagement of any counsel and consultants) DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 of each of the Banks in connection with the preparation, execution, delivery and administration 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)Banks) with prior notice to the Borrower of the engagement of any counsel; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such LenderBank) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, liabilities, claims, damages or expenses arising under Environmental Laws except with regard to any losses, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsunder Environmental Laws arising from or relating to acts or omissions occurring after the Agent or any Bank takes possession of, uses, operates, manages, controls or sells the Mortgaged Property provided, however, that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of the Agent or any Bank or of the agents of the Agent or any Bank) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 Refinancing or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iupon the occurrence of the Closing Date to: pay (without duplication) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent’s other Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and consultantsJoint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver waiver, modification, enforcement or consent relating hereto or thereto, of Table of Contents the Administrative Agent Agent, the Joint Lead Arrangers and their respective Affiliates in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders 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 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 limitationcase, the reasonable fees out-of-pocket costs and disbursements expenses of one special counsel, one consultant and one local counsel and consultants in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each the group of the Issuing Lenders and Lendersthe group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole); (ii) pay and hold . The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees fees, disbursements and disbursementsother charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) 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 Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyLoan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated 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 (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 Environmental Concern at any time owned, leased or operated by the Borrower or any of its Subsidiaries, Property; the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by the Borrower Holdings 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 Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim related claim asserted against the BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation(collectively, the reasonable fees and disbursements of counsel and other consultants incurred in connection with “Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any such investigationcost, litigation expense or other proceeding (but excluding, liability to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to Table of Contents the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive 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 or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision). This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such sections.

Payment of Expenses, etc. The Borrower hereby agrees to:(iBorrowers agree to pay (or reimburse the Global Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Global Agent and the Co-Lead Arrangers, including the reasonable fees and disbursements of any one domestic counsel and any applicable local counsel to the Global Agent and the Co-Lead Arrangers, in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Global Agent and the Co-Lead Arrangers, including the reasonable fees and disbursements of any one domestic and any applicable local counsel to the Global Agent and the Co-Lead Arrangers, in connection with any amendment, waiver or consent relating to any of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and expenses of the Global Agent, the Co-Lead Arrangers, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of White & Case LLP and any counsel to the Administrative Global Agent’s other counsel and consultants) in connection with , the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein Co-Lead Arrangers and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings Lender (including, in each case without limitation, the reasonable fees and disbursements allocated costs of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lendersinternal counsel); and (iiiv) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise goods and services tax, and other similar documentary taxes with respect to the foregoing matters (“Other Taxes”) and save the Administrative Global Agent, each of the Issuing Lenders Co-Lead Arrangers and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, any such Issuing Lender or such LenderIndemnified Person) to pay such taxes; and (iii) indemnify provided, however, that notwithstanding the Administrative Agentforegoing, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 a Foreign Subsidiary Borrower shall only be required to pay any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related foregoing to the entering into and/or performance of this Agreement or extent that any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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 foregoing have been incurred in connection with any the Obligations owing by such investigation, litigation Foreign Subsidiary Borrower or other proceeding (but excluding, are otherwise directly related or attributable to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawsuch Foreign Subsidiary Borrower.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not subject to the transactions herein contemplated limitations set forth in the Commitment Letter and the Amendment No. 1 Engagement Letter (to the extent they are consummatedapplicable), pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Issuing Lenders, the Collateral Agent and the Joint Lead Arrangers (including, without limitation, limited in respect of legal costs and expenses to the reasonable fees and disbursements of White & Case LLP and a single counsel selected by the Administrative Agent’s other Agent and of a single local and special counsel to the Administrative Agent and consultantsJoint Lead Arrangers in each relevant jurisdiction) (and, in the case of an actual or perceived conflict of interest, a single additional counsel in each relevant jurisdiction to the affected Lenders, taken as a whole) in connection with the syndication of the Facilities or preparation, execution, delivery and administration of this Agreement Agreement, any Letters of Credit issued hereunder, and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver waiver, modification, maintenance or protection of any security interest or consent relating hereto or theretothereto and enforcement or protection of rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 13.1, of the Administrative Agent Agent, the Issuing Lenders and their Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, of the Administrative Agent, the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement Agreement, any Loans or Letters of Credit issued hereunder, and the other Credit Loan 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 (includinglimited in respect of legal costs and expenses to, in each case without limitationcase, the reasonable fees out-of-pocket costs and disbursements expenses of one special counsel and consultants one local counsel in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each the group of the Issuing Lenders and Lendersthe group of Lenders (and, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole)); and (ii) pay and hold the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) . The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, each Lender and each of their respective officersRelated Persons (each, directors, employees, representatives, agents, affiliates, trustees and investment advisors an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claimsclaims (including any claims brought against any Indemnified Person by a third party, a Loan Party, any Affiliate or equity holder of a Loan Party or any director or officer or creditor thereof), actions, judgments, suits, investigations, costs, expenses and disbursements (including reasonable attorneys’ any prospective claim, suit, action or investigation) (limited in respect of legal costs and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final reasonable and nondocumented out-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.of

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) Agents in connection with the negotiation, preparation, execution, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, without limitation, the reasonable fees and therein expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent and the Collateral Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement Agents and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or (including, without limitation, 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 limitationsuch enforcement, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for Agents and each of the Issuing Lenders and Lenders); (ii) permit the Administrative Agent to perform inventory and accounts receivable field audits at the Borrower's expense, provided that unless an Event of Default shall be in existence the Borrower's obligation to reimburse the Administrative Agent for such field audits shall be limited to one such field audit each fiscal year; (iii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of any Letter Loan or other Extensions of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding, to in the extent included in this case of either of clause (iii)A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White & Case Proskauer Rose LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); and (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, partners, employees, shareholders, representatives, agents, affiliates, trustees trustees, controlling persons, attorneys-in fact and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements (but limited to one counsel for all Indemnified Persons as a whole and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons as a whole, and if necessary one regulatory counsel, and one local counsel in any relevant material jurisdiction)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the airproducts of the Borrower or any of its Restricted Subsidiaries or at, surface water in, on, under, or groundwater or on the surface or subsurface of from any Real Property at any time 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 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 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 (but limited to one counsel for all Indemnified Persons as a whole and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons as a whole, and if necessary one regulatory counsel, and one local counsel in any relevant material jurisdiction) and other consultants incurred in connection with any such related investigation, litigation or other proceeding (but excluding, proceeding; provided that no Indemnified person will be entitled to any indemnity under this Section 12.01 to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of (i) resulted from the gross negligence or willful misconduct of an Indemnified Person, (ii) arose from a material breach of the obligations of an Indemnified Person to be indemnified hereunder (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))judgment) or (iii) arose out of any claim that did not involve an act or omission by the Borrower or its Subsidiaries and that is brought by an Indemnified Person against another Indemnified Person, provided that the Administrative Agent, the Collateral Agent, the Lead Arrangers and any other agents or arrangers will remain indemnified in such cases to the extent acting in such capacities so long as they are otherwise entitled to indemnification hereunder. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby Each Loan Party agrees to:(ithat 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 and the Lenders (including, without limitation, the reasonable fees and disbursements of White & Case LLP a single counsel to the Administrative Agent and the Administrative Agent’s other counsel Lenders, taken as a whole, and consultantsreasonably necessary local counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and the consummation and administration of the Administrative Agent in connection with its syndication efforts with respect to this Agreement transactions contemplated hereby and thereby, and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)therein; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders Lender harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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 the Administrative Agent, such Issuing Lender Agent or such Lender) to pay such taxes; and (iii) indemnify each of the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective its officers, directors, trustees, employees, representatives, agents, affiliates, trustees representatives and investment advisors 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) of any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials 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 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 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 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, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 White & Case LLP and the Administrative Agent’s other counsel local and consultantsforeign counsel) in connection with the Transaction and in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and in connection with its the Administrative Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent andAgent, after the occurrence of an Event of Default, each Issuing Lender and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of counsel and consultants) and the protection of the rights of the Administrative Agent, each Issuing Lender and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for the Administrative Agent andAgent, after the occurrence of an Event of Default, counsel for each Issuing Lender and each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders 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 documentary taxes 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 the Administrative Agent, each of the Issuing Lenders 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 Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender, each Lender and each Lender, affiliate thereof and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among the Administrative Agent, any Issuing Lender, any Lender, any Credit PartyParty 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 Transaction or the consummation of the Transaction or any other transactions contemplated herein 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, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower any Credit Party or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 Borrowerin 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 the Borrower any Credit Party or any of its Subsidiaries, including, 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 excludingexcluding any such liabilities, to the extent included in this clause (iii)obligations, any losses, liabilitiesdamages, penalties, claims, damages or actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)) of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower 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. To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Person entitled to be indemnified by the Borrower pursuant to this Section 13.01, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transaction, any Loan or Letter of Credit or the use of the proceeds thereof.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) Arranger in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or theretothereto (including the reasonable fees and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP), (B) of the Administrative Agent in connection with its syndication efforts with respect xxxxx parxx xontractors hired by the Administrative Agent to this Agreement deliver reports, notices and other documents to the Lenders and (C) of the Administrative Agent and, after and the occurrence of an Event of Default, Arranger and each of the Issuing Lenders and (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) in connection with any Default under or the enforcement of 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, including the reasonable fees and disbursements of (1) one counsel and consultants for the Administrative Agent andand the Arranger (which counsel shall be selected by the Administrative Agent) and (2) upon prior written notice to the Borrower, after the occurrence of an Event of Default, one counsel for each all of the Issuing Lenders and other Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) and the Administrative Agent harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify each Lender and the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representativesrepresentatives and agents (and, agentsin the case of a Lender that is a Designated CP Conduit, affiliatesits Designated CP Conduit Committed Lenders and, trustees and investment advisors in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial actions), losses, damagesobligations, penalties, claims, actions, judgments, suitsclaims, costsdamages, costs or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance by the Borrower of this Agreement or any other Credit Document or the use by the Borrower of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or Loan Purchase Agreement, including the exercise reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of their rights the gross negligence or remedies provided herein or in willful misconduct of the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the water, groundwater, surface or subsurface of any Real Property real property owned or at any time owned, leased or operated by the Borrower or any of its SubsidiariesBorrower, the generation, storage, transportation, handling transportation or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, location whether or not owned, leased owned or operated by the Borrower or any of its SubsidiariesBorrower, the non-compliance noncompliance of any real property owned or at any time operated by the Borrower or any of its Subsidiaries with any Environmental Law Federal, state and local laws, regulations, and ordinances (including applicable permits thereunderhereunder) applicable to any Real Propertysuch real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiariessuch 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, to the extent included excluding in this clause (iii), all cases any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified) or (as determined c) amounts payable by a court of competent jurisdiction in a final and non-appealable decision))the Lenders pursuant to Section 8.6. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender the Arranger or any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit , its Liquidity Providers) set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Neither the Borrower nor any indemnified Person shall be liable for any indirect or consequential damages in connection with its activities related to this Agreement or any other Credit Documents. The agreements in this Section 9.1 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and its affiliates (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s 's other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement (including to administer the Credit-Linked Deposit Account and the Credit-Linked Deposits) 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 by the Borrower or any of its Subsidiaries with any Environmental Law (including 115 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, 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 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. (ff) The Borrower Credit Parties hereby agrees to:(ijointly and 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 and Issuing Banks (including, without limitation, the reasonable fees and disbursements of White Xxxxx Xxxx & Case Xxxxxxxx LLP and the Administrative Agent’s Xxxxxx Xxxxxx Gervais LLP and, if reasonably necessary, one local counsel in any other counsel and consultantsrelevant jurisdiction) in connection with the preparation, execution, execution and delivery and administration 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), of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, Agents and each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (includingand, in each case, in the case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event actual or perceived conflict of Defaultinterest, where the party affected by such 182 conflict informs the Parent of such conflict and thereafter retains its own counsel, of another firm of counsel for each of the Issuing Lenders and Lenderssuch affected party similarly situated); (ii) pay and hold the Administrative each Agent, each of the Issuing Lenders Lender and each of the Lenders Issuing Bank harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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 the Administrative such Agent, such Issuing Lender or such LenderJoint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent, each Issuing Lender and each Lender, each Issuing Bank and each of their respective Affiliates, successors and assigns, and the partners, officers, directors, employees, representativestrustees, agents, affiliatesadvisors, trustees and controlling persons, investment advisors and other representatives of each of the foregoing (each, an “Indemnified Person”) from and against and hold each of them harmless against (and will reimburse each Indemnified Person as the same are incurred for) any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements and documented out-of-pocket expenses) incurred by, imposed on on, assessed or assessed asserted against any of them as a result of, or arising out of, or in any way related to, or by reason of, (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bB) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property at any time owned, leased or operated operated, at any time, by the Borrower Parent or any of its Subsidiaries, Subsidiaries or any of their respective predecessors; the generation, storage, transportation, handling handling, treatment, use, Release or disposal threat of Release of Hazardous Materials by or on behalf of the Borrower Parent or any of its Subsidiaries or any of their respective predecessors at any location, whether or not owned, leased or operated by the Borrower Parent or any of its Subsidiaries, Subsidiaries or any of their respective predecessors; the non-compliance by the Borrower Parent or any of its Subsidiaries or any of their respective predecessors with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ); or any Environmental Claim asserted against or liability under any applicable Environmental Laws related to the Borrower, Parent or any of its Subsidiaries or any of their respective predecessors or relating in any way to any Real Property at any time owned, leased or operated by the Borrower Parent or any of its Subsidiaries, including, Subsidiaries or any of their respective predecessors (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, to the extent included in this clause (iii), case any losses, liabilities, claims, damages or expenses (1) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or any of its Related Indemnified Persons, (2) 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 (1) and (2), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (3) that do not involve or arise from an act or omission by the Parent or Guarantors or any of their respective affiliates and is brought by an Indemnified Person against an Indemnified Person (other than claims against any Agent or any Joint Lead Arranger in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent 183 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 Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing, this Section 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, claims and damages arising from a non-Tax claim.

Payment of Expenses, etc. (a) The Borrower hereby agrees to:(ito: (i) whether or not the transactions Transaction herein contemplated are is consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Lenders (including, without limitation, including the reasonable fees and disbursements of White Xxxxxx, Xxxx & Case Xxxxxxxx LLP and the Administrative Agent’s other counsel Lenders’ local counsel, due diligence costs and consultantsadvisors and consultants fees and disbursements) in connection with the negotiation, preparation, execution, and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent ; (ii) pay upon demand all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with (A) the exercise, enforcement or protection of any of its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders rights in connection with the enforcement of this Agreement (including its rights under this Section) and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with the Loans, (B) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral or (C) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitationcase, the reasonable and documented fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay provided, however, that the Borrower shall not be responsible for the payment of any fees, costs, or other liabilities arising out of any dispute between or among the Lenders, and hold their respective Affiliates to the Administrative Agentextent, each and only to the extent, that such dispute does not arise out of any alleged failure of the Issuing Lenders and each of Borrower or any Main Subsidiary to perform their obligations under the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesCredit Documents; and (iii) indemnify the Administrative Agent, each Issuing Lender and each Lender, each Lender’s Related Parties and (without duplication) each of their respective officers, directors, employees, representatives, agents, attorneys-in-fact, affiliates, trustees and investment and other advisors from (each, an “Indemnified Person”) from, and hold each of them harmless against 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 and documented attorneys’ and consultants’ fees fees, costs and disbursements) incurred by, imposed on or assessed against any of them by any Person (including the Borrower or any Main Subsidiary), as a result of, or arising out of, or in any way related to, or by reason of, (aA) any investigationthe preparation, litigation execution, delivery or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 Agreement, any other Credit Document or the use of any Letter of Credit agreement or instrument contemplated hereby or thereby, or the proceeds transactions contemplated hereby or thereby, or any action taken or omitted by any such Indemnified Person in connection with any of the foregoing, including with respect to the exercise by any Loans Lender of its respective rights or remedies under this Agreement or any Credit Document to which it is a party, the performance or non-performance by the Borrower or any Main Subsidiary of its obligations hereunder or thereunder or the consummation of the Transaction or any other transactions contemplated herein hereby or in thereby, (B) any other Credit Document Loan or the exercise use or proposed use of the proceeds therefrom, (C) any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence or Release of Hazardous Materials in the air, surface water on or groundwater or on the surface or subsurface of from any Real Property at any time owned, leased or operated by the Borrower or any Borrower Subsidiary or any actual or alleged violation of its SubsidiariesEnvironmental Law or Environmental Claim related in any way to the Borrower or any Borrower Subsidiary or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the generationforegoing, storagewhether based on contract, transportationtort or any other theory, handling whether brought by a third party or disposal of Hazardous Materials by the Borrower or any Main Subsidiary, and regardless of its Subsidiaries at whether any locationIndemnified Person is a party thereto, 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 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 documented fees, costs and disbursements of counsel and other consultants incurred in connection with any such investigationclaim, litigation litigation, investigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred (1) by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified or any of such Indemnified Person’s controlled Affiliates or any of its or their respective directors, officers, employees, agents, representatives or controlling Persons (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision) acting at the direction of such Indemnified Person in connection with the Transaction or (2) in connection with a dispute between or among the Indemnified Persons or from a claim of any Indemnified Person against another Indemnified Person, unless such claims arise from the gross negligence or willful misconduct of such Indemnified Person (in each case, to the extent finally determined by a court of competent jurisdiction in a final non-appealable judgment)) which in either case is not the result of an act or omission of the Borrower or any of its Affiliates or Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 10.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (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 Collateral Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s 's other counsel and consultants) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative each Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders such 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, such Issuing Lender Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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 the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, 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 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 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 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, to the extent included in this clause (iii)each case, any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s and Collateral Agent’s other counsel and consultantsconsultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.02) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise excise, court or documentary, intangible, recording, filing and other similar documentary taxes Taxes with respect to the foregoing matters (collectively, the “Other Taxes”, provided that the definition of “Other Taxes” shall exclude Other Connection Taxes imposed with respect to an assignment, except an assignment made pursuant to Section 2.13) and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (iiic) indemnify each Arranger, the Administrative Agent, the Collateral Agent, each other Agent, each Issuing Lender and each Lender, and their respective Affiliates, and each of their the respective officers, directors, partners, managers, employees, representatives, agents, affiliates, trustees and investment advisors of the foregoing (collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) 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 consummation of the Transactions or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including in connection with any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related relating 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 consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, foregoing or (bii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower US Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower US Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower US Company or any of its Subsidiaries, the non-compliance by the Borrower US Company 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 BorrowerUS Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower US 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 therewith (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Credit Parties jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under Applicable Law. In addition, the Credit Parties jointly and severally agree to reimburse the Administrative Agent and the Collateral Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04, Section 5.05 or Section 5.06, as applicable, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the full extent permitted by applicable law, each of US Company and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Borrower hereby agrees to:(ishall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (a) the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case Xxxxxxx XxXxxxxxx LLP and the Administrative Agent’s other counsel and consultantslocal counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or theretothereto relating to the syndication of Commitments hereunder or requested by any Credit Party, and of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of (b) the Administrative Agent Agents and, after following and during the occurrence continuation of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, after following and during the occurrence continuation of an Event of Default, counsel for each of the Issuing Lenders, provided that the Borrower shall be obligated to pay the fees and disbursements of only one counsel to the Agents and the Lenders pursuant to this clause (i)(b) unless an Agent or Lender notifies the Borrower that it reasonably believes that its legal position differs from the other Agents or Lenders or that it may be subject to different claims or defenses than the other Agents and Lenders), in which case the Borrower will also pay the reasonable fees and disbursements of counsel of such Agent or Lender; (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein in any Credit Document, 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 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 owned, leased owned or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 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 excludingbut, to the extent included also in this clause (iii)each case, excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking 104 to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(iagrees: (a) Subject to the terms of the Fee Letter and whether or not the transactions herein contemplated are consummated, to pay its share of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP Symphony Funds and the Administrative Agent’s other counsel and consultants) Collateral Agent in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, together with, in each case, the reasonable fees and disbursements of counsel for the Symphony Funds and the Collateral Agent and any enforcement (whether through negotiations, legal process or otherwise) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, including the reasonable fees and disbursements of counsel and consultants for the Administrative Symphony Funds and the Collateral Agent); (b) to pay the fees of the Collateral Agent and, after as separately agreed to by the occurrence of an Event of Default, counsel for Collateral Agent and the Borrower; (c) to pay and hold each of the Issuing Lenders Symphony Funds and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders Holders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders Symphony Funds and each of the Lenders Holders 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 Agentsuch Symphony Fund or Holder, such Issuing Lender or such Lenderas applicable) to pay such taxes; and (iiid) to indemnify the Administrative Agenteach Symphony Fund, each Issuing Lender Holder, the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, agentspartners, affiliatescounsel, trustees advisors and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them with respect to the entering into and/or performance of any Document or the consummation of any transactions contemplated in any Document (including 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 preparation of a defense in connection therewith (whether or not the Administrative Agentany Symphony Fund, any Issuing Lender Holder or any Lender the Collateral Agent is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among any Credit Party) related to Symphony Fund, any Holder, or the entering into and/or performance of this Agreement Collateral Agent any Obligor or any other Credit Document third Person or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documentsotherwise)), 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 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, and in each case, without limitation, case including the reasonable fees and disbursements of counsel and other consultants incurred counsel, but excluding in connection with each case any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawindemnified.

Payment of Expenses, etc. The Borrower hereby agrees to:(iBorrowers 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 White & Case LLP and the Administrative Agent’s other counsel and consultants) Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or theretothereto (including, without limitation, the reasonable fees and disbursements of Xxxxx & Xxxxxxx, special FAA counsel to the Administrative Agent, and Xxxxxx & Bird LLP, counsel to the Administrative Agent and SunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent in connection with its syndication efforts with respect to this Agreement Agent, the Joint Lead Arrangers and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, without limitation, the fees and therein or in connection with disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing refinancing, work-out 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, proceeding or otherwise) in each case without limitationrespect of this Agreement, the reasonable fees and disbursements Loans or Letters of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)Credit; (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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, (ax) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Letter of Credit Issuer or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction Acquisition or the Refinancing or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (by) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower Holdings 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, Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall Borrowers agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Borrowers hereby agrees to:(ijointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Administrative Agent and the ABL Loan Collateral Agent (including, without limitation, the reasonable fees and disbursements of White Cadwalader, Xxxxxxxxxx & Case Xxxx LLP and the Administrative Agent’s other counsel and consultantsconsultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(l)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Back Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, the ABL Loan Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the ABL Loan Collateral Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, the non-compliance by the Borrower Holdings 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 BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause excluding (iii), x) any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (y) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in its capacity or in fulfilling its role as Administrative Agent, a Lead Arranger or any other similar role hereunder and under any of the other Credit Documents (other than claims arising out of any act or omission of the Borrower or any of its Subsidiaries)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the ABL Loan Collateral Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the full extent permitted by applicable law, each of Holdings and each Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the ABL Loan Collateral Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. (1) The Borrower hereby agrees to:(ito: (i) whether or not following the transactions herein contemplated are consummatedClosing Date, pay all reasonable and documented out-of-of- pocket costs and expenses of the Administrative Agent Agents (including, without limitation, including the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other designated counsel and consultantsconsultants of the Agents) in connection with the preparationany amendment, execution, delivery and administration of waiver or consent relating to this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendmentfollowing the Closing Date, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent andAgent, after the occurrence of an Event of Default, each of Agents and the Issuing Lenders and Lenders (taken as a whole) 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 consultants and one counsel for the Agents and one counsel for the Lenders (taken as a whole)), provided, however, that, the Administrative Agent and the Lenders shall be responsible for and shall pay for their own out-of- pocket costs and expenses (including the reasonable fees and disbursements of designated counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders Agents) in connection with the negotiation, preparation and Lenders)execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein up to and including the Closing Date; and (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each Issuing Lender Agents and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased leased, managed, controlled or operated by Holdings, the Borrower or any of its SubsidiariesRestricted Subsidiaries (in each case, relating to such ownership, lease, management, control or operation), the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings, the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of its Restricted Subsidiaries, the non-compliance by Holdings, the Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits Environmental Permits thereunder) applicable to any Real Property), or any Environmental Claim asserted against the BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated 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 (including environmental consulting firms) incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any losses, liabilities, claims, obligations, penalties, judgments, costs, suits, disbursements, damages or expenses to the extent incurred incurred, assessed or imposed by reason of (i) the bad faith, gross negligence or negligence, willful misconduct of the Indemnified Person to be indemnified or material breach of such Indemnified Person’s obligations under the Credit Documents (in each case as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) disputes among Indemnified Persons (other than claims arising out of any act or omission of Holdings or any of its Subsidiaries)). Notwithstanding the foregoing, this Section 12.1(1) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawApplicable Law. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within 30 days of receipt by the Borrower of an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (i) whether or not if the transactions herein contemplated are consummatedClosing Date occurs, pay all reasonable and documented out-of-pocket costs and expenses (A) of the Administrative Agent Agents, the Joint Lead Arrangers and Issuing Banks (including, without limitation, the reasonable fees and disbursements of White & Case LLP one primary counsel in each of the U.S. and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the Administrative Agent’s other counsel and consultantscase of conflicts) in connection with the preparation, execution, execution and delivery and administration 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), (B) of the Administrative Agent Agents and the Joint Lead Arrangers in connection with its their syndication efforts with respect to this Agreement and Agreement, (C) of the Administrative Agent andAgents, after the occurrence of an Event of Default, Joint Lead Arrangers and each of the Issuing Lenders and Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (D) of the Agents, Joint Lead Arrangers and Lenders in connection with Collateral monitoring, Collateral reviews and appraisals (including, in each case without limitation, the reasonable field examination fees, appraiser fees and disbursements out-of-pocket expenses; provided that so long as no Event of counsel Default or Cash Dominion Event shall have occurred and consultants for be continuing, (x) the Administrative Agent andfees and expenses relating to any individual field examination shall not exceed $40,000 and (y) the fees and expenses relating to any individual Inventory appraisal shall not exceed $50,000), after the occurrence of and while an Event of DefaultDefault has occurred and is continuing, counsel for each the fees and expenses of other advisors and professionals engaged by the Issuing Lenders Agents and Lenders)the Joint Lead Arrangers; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes[reserved]; and (iii) indemnify the Administrative each Agent, each Issuing Lender and Joint Lead Arranger, each Lender, each Issuing Bank and each of their respective Affiliates and branches, and the officers, directors, employees, representatives, agents, affiliates, trustees 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 (including, without limitation, the reasonable attorneys’ fees and disbursements of one primary counsel in each of the U.S. and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the case of conflicts, and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent, any Issuing Lender Joint Lead Arranger or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property at any time owned, leased or operated operated, at any time, by the Borrower Company or any of its Subsidiaries, Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower Company 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 Company or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ); or any Environmental Claim asserted against or other liability under Environmental Law relating in any way to the BorrowerCompany, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included excluding in this clause (iii), each case any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person to be indemnified (or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, as determined by a court of competent jurisdiction in a final and non-appealable decision)) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, any Issuing Lender Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees to:(ithat 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 Lenders (including, without limitation, the reasonable fees and disbursements of White Xxxxxxxx & Case Xxxxx LLP and other counsel to the Administrative Agent’s other counsel Agent and consultantsthe Lenders and local counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents and Lenders in connection with its their respective syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, Agents and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel (including in-house counsel) for each of the Issuing Lenders Agents and for each of the Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxesTaxes; and (iii) indemnify the Administrative AgentAgents, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives, agents, affiliates, trustees representatives and investment advisors 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 expenses, Taxes and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ax) any investigation, litigation or other proceeding (whether or not any of the Administrative AgentAgents, any Issuing Lender the Collateral Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 consummation of the Transaction or any other transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (by) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property property at any time owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by the Borrower Parent or any of its Subsidiaries, the non-compliance by the Borrower of any Vessel or any of its Subsidiaries property with any Environmental Law foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real PropertyVessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property Vessel or property at any time owned, leased owned or operated by the Borrower 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and final, non-appealable decision)order). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent, any Issuing Lender 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent’s other counsel and consultantsconsultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.02) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iib) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes (collectively, the “Other Taxes”) with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (iiic) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, 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, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto 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 any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual 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 the Borrower US Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower US Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower US Company or any of its Subsidiaries, the non-compliance by the Borrower US Company 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 BorrowerUS Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower US 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any 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 Borrower Credit Parties jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawApplicable Law. In addition, the Credit Parties jointly and severally agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04 or Section 5.05, as applicable.

Payment of Expenses, etc. The Borrower hereby agrees to:(iBorrowers jointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable fees and disbursements of White Cravath, Swaine & Case Xxxxx LLP and no more than one local and one foreign counsel to the Administrative Agent’s other counsel Agent and consultantsthe Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Administrative Agent’s syndication efforts with respect to this Agreement Agreement; (b) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent andAgent, after the occurrence Collateral Agent, each Letter of an Event of Default, Credit Issuer and each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein or in connection with any refinancing or restructuring be continuing, the protection of the credit arrangements provided under this Agreement in rights of the nature Administrative Agent, the Collateral Agent, each Letter of a “work-out” or pursuant to any insolvency or bankruptcy proceedings Credit Issuer and each of the Lenders thereunder (including, in each case without limitation, including the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Administrative Agent andAgent, after the occurrence Collateral Agent, the Letter of an Event of Default, counsel for each of Credit Issuers and the Issuing Lenders and Lenders); (iic) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiid) indemnify the Administrative Agent, the Collateral Agent, each Issuing Letter of Credit Issuer and each Lender and each Lender, their affiliates and each of their respective officers, directors, employees, representatives, agentstrustees, affiliates, trustees affiliates and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf among the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit PartyParty 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 proceeds of any Loans hereunder Transaction or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 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 but excluding any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (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 the US Borrower or its Subsidiaries or any Environmental Claim, in each case, including the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which that is permissible under applicable law.. 157

Payment of Expenses, etc. The Borrower hereby agrees to:(iupon the occurrence of the Closing Date to: pay (without duplication) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent’s other Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and consultantsJoint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent Agent, the Joint Lead Arrangers and their respective Affiliates in connection with its their syndication efforts with respect to this Agreement and of the Administrative Agent Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders 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 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 limitationcase, the reasonable fees out-of-pocket costs and disbursements expenses of one special counsel, one consultant and one local counsel and consultants in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each the group of the Issuing Lenders and Lendersthe group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole); (ii) pay and hold . The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees fees, disbursements and disbursementsother charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) 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 Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyLoan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated 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 (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 Environmental Concern at any time owned, leased or operated by the Borrower or any of its Subsidiaries, Property; the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by the Borrower Holdings 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 Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim related claim asserted against the BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation(collectively, the reasonable fees and disbursements of counsel and other consultants incurred in connection with “Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any such investigationcost, litigation expense or other proceeding (but excluding, liability to the extent included in this clause (iii), any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive 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 or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision). This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such sections.

Payment of Expenses, etc. The Parent Borrower hereby agrees to:(ito: (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 White Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP and of consultants and advisors to the Administrative Agent’s Agent and its counsel); (ii) 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 any amendment, waiver or consent relating to this Agreement or any other counsel Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and consultants) expenses of the Administrative Agent and each of the Lenders in connection with the preparation, execution, delivery and administration 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 Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and Lenders); (iiiv) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, agents, affiliates, trustees and investment advisors an “indemnified person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damagesliabilities, penalties, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements“Claims”) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding, to the extent included in this clause (iii), excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Credit Parties hereby agrees to:(ijointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and its affiliates (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case LLP Xxxxxxx llp and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement Agreement; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Issuing Lenders 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, such Issuing Lender Agent or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (individually, an “Indemnitee”, and collectively, the “Indemnitees”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actionsRemedial Actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender Indemnitee is a party thereto 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 any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any losses, liabilities, claims, damages or expenses to the extent (x) 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 (y) brought solely by an Affiliate 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 the Borrower Aleris or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower Aleris or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower Aleris or any of its Subsidiaries, the non-compliance by the Borrower Aleris 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 BorrowerAleris, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower Aleris 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, to the extent included in this clause (iii), excluding any losses, liabilities, claims, damages or expenses to the extent (x) 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 (y) brought solely by an Affiliate of the Person to be indemnified)); provided that the Credit Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any necessary or advisable special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, in the written opinion of outside counsel reasonably satisfactory to the Credit Parties and the Administrative Agent, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower each Credit Party shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. None of Indemnitees shall be responsible or liable to the Credit Parties or any other Person for (and each of the Credit Parties hereby waives) any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of the Credit Documents or the transactions contemplated hereby and thereby.

Payment of Expenses, etc. The Borrower hereby agrees to:(ito: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent’s other counsel and consultants) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, without limitation, the reasonable fees and therein expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or (including, without limitation, 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 limitationsuch enforcement, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Issuing Lenders and Lenders); (ii) permit the Administrative Agent to perform inventory and accounts receivable field audits at the Borrower's expense, provided that unless an Event of Default shall be in existence the Borrower's obligation to reimburse the Administrative Agent for such field audits shall be limited to one such field audit each fiscal year; (iii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors Administrative Agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), 38 44 losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) 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 (including other Extensions of Credit) hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or 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 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 any Real Property at any time owned, leased or operated by the Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding, to in the extent included in this case of either of clause (iii)A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.