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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP Case) and of the Administrative Agent's other counsel Agent and consultants) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); (ii) in the event (x) that any of the Mortgages are foreclosed in whole or in part or that any of the Mortgages are put into the hands of an attorney for collection, suit, action or foreclosure, (y) of the foreclosure of any mortgage prior to or subsequent to any of the Mortgages in which proceeding the Collateral Agent is made a party, or (z) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes; (iii) pay and hold 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 (iiiiv) indemnify the Administrative Agenteach Bank, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representativestrustees, advisorsrepresentatives and agents (collectively, agents, affiliates, trustees and investment advisors the "Indemnitees") from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial actions), losses, damages, penalties, 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 ofof (a) any interest in any Real Property (other than as permitted hereunder and/or under the other Credit Documents) is claimed by any other Person, (ab) 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 under the Original Credit Agreement 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 DocumentsDocument, 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 at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings the Borrower or any of its Subsidiaries of any Real Property with any foreign, federal, state and local laws, regulations, ordinances or Environmental Law Laws (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, relating to the Borrower or any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court or of competent jurisdiction in a final and non-appealable decision)any other Indemnitee who is such Person or an affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender 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 Borrowers hereby agrees agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable fees and disbursements of White Xxxxxx & Case Xxxxxxx LLP and the Administrative Agent's other 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 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 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 (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (iib) pay and hold the Administrative Agent, each of the Issuing Lenders Collateral 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 Collateral 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 the Collateral Agent or such Lender) to pay such taxes; and (iiic) indemnify the Administrative AgentAgents, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officersAffiliates and Related Parties (each, directors, employees, representatives, advisors, 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 (other than the Collateral Agent which shall be entitled to separate counsel), and, if necessary, of a single firm of maritime counsel and disbursementsa single firm of local counsel in each applicable 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 applicable 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, (a) 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 Holdings any of the Borrowers or any of its their Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings any of the Borrowers or any of its their Subsidiaries at any location, whether or not owned, leased or operated by Holdings any of the Borrowers or any of its their Subsidiaries, the non-compliance by Holdings 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased leased, operated or operated occupied by Holdings 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 119 incurred in connection with any such investigation, litigation litigation, claim or other proceeding (but excluding proceeding, or any other liability or obligation under Environmental Law relating in any way to the Borrower or its Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, liabilities, claims, damages damages, penalties or expenses liabilities (a) to the extent incurred determined by reason a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of such Indemnified Party, (b) to the Person to be indemnified (extent resulting from a claim brought by any Loan Party or any of its Subsidiaries against such Indemnified Party for material breach in bad faith of such Indemnified Party's obligations hereunder, if such Loan Party 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 Borrower 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: (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 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 its Affiliates in connection with its or their the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative 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 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 Agent and each of a "work-out" or pursuant to any insolvency or bankruptcy proceedings the Banks thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, advisors, 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, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Collateral 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 Transaction or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 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 lawproceeding.

Payment of Expenses, etc. The Parent Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery and administration of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of 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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP Case); (ii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent's other counsel Agent and consultants) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); , (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, advisors, 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 any Credit Document or any other Credit Transaction 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 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To No Bank shall be liable for any damages arising from the extent that the undertaking to indemnifyuse by others of information or other materials obtained through electronic, pay telecommunications 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 lawother information transmission systems.

Payment of Expenses, etc. The Borrower hereby Company agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other counsel and consultantsCase) 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 its Affiliates in connection with its or their the Administrative Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative 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 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 and each of a "work-out" or pursuant to any insolvency or bankruptcy proceedings the Banks thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, advisors, 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, (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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any 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. (a) 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 (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 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 following 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders and LendersBanks including any reasonable allocated costs of in-house 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 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, advisors, 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 (including, without limitation, the Osboxx Xxxnsaction and the H/T 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 non-compliance of any Real Property at any time ownedwith foreign, leased or operated by Holdings or any of its Subsidiariesfederal, the generationstate and local laws, storageregulations, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law and ordinances (including applicable permits thereunder) applicable to any Real Property, (excluding Environmental Laws which are governed by the Environmental Indemnity Agreement) owned or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of White Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP and the Administrative each 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 each Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative each 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 (including, without limitation, any inventory consultants) for the Administrative each Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) without duplication with Section 5.04(a), pay and hold the Administrative each Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative each Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative such Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative each Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, advisors, 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) of whatsoever kind or nature incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any 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 DocumentsDocuments or in any other way relating to or arising out of this Agreement or any other Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, 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: (i) whether ------------------------- or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP Case) and of the Administrative Agent's other counsel Agent and consultants) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); (ii) in the event (x) that any of the Mortgages are foreclosed in whole or in part or that any of the Mortgages are put into the hands of an attorney for collection, suit, action or foreclosure, (y) of the foreclosure of any mortgage prior to or subsequent to any of the Mortgages in which proceeding the Collateral Agent is made a party, or (z) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes; (iii) pay and hold 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 (iiiiv) indemnify the Administrative Agenteach Bank, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representativesrepresentatives and agents (collectively, advisors, agents, affiliates, trustees and investment advisors the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys' 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 ofof (a) any interest in any Real Property (other than as permitted hereunder and/or under the other Credit Documents) is claimed by any other Person, (ab) 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 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 DocumentsDocument, 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 at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdings, the Borrower or any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court or of competent jurisdiction in a final and non-appealable decision)any other Indemnitee who is such Person or an affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender 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 hereby agrees toBorrowers 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 Agent, the Letter of Credit Issuer, the Swingline Bank 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 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 (including, without limitation, any inventory consultants) the fees and disbursements of counsel 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 toshall: (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 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 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 following 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, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders and Lendersincluding any reasonable allocated costs of in-house counsel); (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 (including, without limitation, Mississippi personal property tax) 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 and hold harmless the Administrative Agent, each Issuing Lender Agent and each Lender, and each of their respective officers, directors, employees, representatives, advisors, 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 -130- 137 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 non-compliance with any Environmental Law relating to any Real Property at any time owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, ; (c) the actual or alleged generation, storage, transportation, handling presence or disposal Release of Hazardous Materials by Holdings on or from, or the transportation of Hazardous Materials to or from, any of its Subsidiaries Real Property owned or at any location, whether or not owned, leased or time operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law ; (including applicable permits thereunderd) applicable to any Real Property, or any Environmental Claim asserted against Holdings, relating to the Borrower or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision))proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative 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 jointly 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 expenses, within thirty (30) days of demand therefor, (A) of the Administrative Agent Agents, the Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP one primary counsel, 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 its Affiliates the Lead Arranger in connection with its or their syndication efforts with respect to this Agreement and Agreement, (C) of the Administrative Agent andAgents, after the occurrence of an Event of Default, Lead Arranger 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 (includingD) of the Agents, Lead Arranger and Lenders in each case without limitationconnection with Collateral monitoring, the reasonable fees Collateral reviews and disbursements of counsel and consultants appraisals (including, without limitation, any inventory consultants) for the Administrative Agent andappraiser fees and out-of-pocket expenses), 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 Lead Arranger; (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, the Lead Arranger, each Issuing Lender and each Lendertheir respective Affiliates and branches, and each of their respective the officers, directors, employees, representatives, advisors, 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, 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, 108 CHAR1\0000000x0 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 the 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 Holdings the Company or any of its Subsidiaries, Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Company or any of its Subsidiaries, ; the non-compliance by Holdings the 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 Holdingsor other liability under Environmental Law relating in any way to the Company, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses to the extent (x) 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, (y) arising from a material breach by an Indemnified Person of its obligations hereunder or (z) that do not involve or arise from an act or omission by any Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role))) (collectively, the “Indemnified Liabilities”) as determined by a court of competent jurisdiction in a final and non-appealable decision. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, any Issuing Lender the 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 toshall: (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 of the Administrative Agent's other Agents' local counsel and consultants) in connection with (x) 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 thereto and its Affiliates in connection with its or (y) their respective syndication efforts with respect to this Agreement and of the Administrative Agent and, Agreement; (ii) after the occurrence of an Event of Default, pay all costs and expenses, including reasonable attorneys' fees (including internal counsel) and costs of settlement, incurred by each of the Issuing Lenders Agents and Lenders each of the Banks in connection with the enforcement enforcing any Obligations of this Agreement and or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents and the documents and instruments referred to herein and therein by reason of such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representatives, advisors, agents, affiliates, trustees repre- sentatives 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 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 owned or at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportationtrans- portation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings 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 Holdings, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrowers hereby agrees jointly and severally agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses (including Expenses) (i) of the Administrative Agent (including, without limitation, the reasonable and documented fees and disbursements of White & Case LLP and as counsel to the Administrative Agent's other , one local counsel in each relevant jurisdiction and consultantsconsultants and the reasonable and -143- documented fees and expenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(i)) 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 Agreement, (iii) of the Administrative Agent and, and each Issuing Lender in connection with the Letter of Credit Back Stop Arrangements entered into by such Persons and (iv) after the occurrence of an Event of Default, of each of the Administrative Agent, the Issuing Lenders and the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "“work-out" ” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable and documented fees and disbursements of (x) counsel and consultants of the Administrative Agent, (including, without limitation, any inventory consultantsy) counsel for the Administrative Agent and, after the occurrence respective Issuing Lenders entering into Letter of an Event Credit Backstop Arrangements and (z) one additional firm of Default, counsel for each of the Issuing Lenders and Lendersthe Lenders as a group in each of the United States and Canada); (iib) pay and hold the Administrative Agent, the Collateral 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, the Collateral 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 Lead Arrangers, the Administrative Agent, the Collateral Agent, the Syndication Agent, each Co-Documentation Agent, each Issuing Lender, each Lender and each Lenderof their respective affiliates, and each of their respective officers, directors, employees, representatives, advisors, 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)obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys' ’ and consultants' ’ fees and disbursements (but limited, in the case of attorneys’ fees and disbursements, to one counsel to the Administrative Agent, one additional counsel for all Issuing Lenders and Lenders, taken as a whole, one local counsel for the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction, and, solely in the case of an actual or perceived conflict of interests, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated, 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, (ai) any investigation, litigation or other proceeding (whether or not the Lead Arrangers, the Administrative Agent, the Collateral Agent, the Syndication Agent, any Co-Documentation 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 Holdings the Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Company or any of its Subsidiaries, the non-compliance by Holdings the 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 Holdingsthe Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Company or any of its Subsidiaries, (iii) (x) the handling of the Credit Account and Collateral of the Borrowers as provided in this Agreement or (y) the Agents’ and the Lenders’ relying on any instructions of the Company, or (z) any other action taken by the Agents or the Lenders hereunder or under the other Credit Documents, or (iv) the performance by the Administrative Agent of its duties under Section 13.15 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 but, in each case, excluding from clause (c) above, any losses, liabilities, claims, damages or expenses (A) 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), (B) arising solely from a material breach of the Credit Documents by such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (C) constituting Excluded Taxes (other than any Taxes that represent losses, liabilities, claims, damages or expenses arising from any non-Tax claim) or (D) arising out of disputes solely between and among Indemnified Persons to the extent such disputes do not involve any act or omission of the Company or any of its Subsidiaries or any of their respective Affiliates (other than claims against an Indemnified Person acting in its capacity as Agent, Lead Arranger or similar role)). 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 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, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other 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 U.S. Borrowers jointly and severally agree to reimburse the Administrative Agent for all reasonable and documented out-of-pocket third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder.

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 and its affiliates (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 (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 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 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 case, without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the -125- 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 tothat it shall: ------------------------- (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP LLP, local counsel and environmental, engineering, real estate and insurance independent consultants retained by the Administrative Agent's other counsel and consultants) 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 and its Affiliates in connection with its or their 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders and LendersBanks) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders 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 Co-Arranger and each LenderBank, and each of their respective officers, directors, employees, representatives, advisors, agents, 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, 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 such Co-Arranger 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 or proposed 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 Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings 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 Holdings, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 Co-Arranger 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. (a) The Borrower Credit Parties hereby agrees jointly 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 and its Affiliates in connection with its (whether or their syndication efforts with respect to this Agreement 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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, ; the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its 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 toComercial shall: (i) whether or not the transactions herein contemplated are consummated, pay pay, from time to time upon request, all reasonable out-of-pocket costs and expenses of (x) the Administrative Agent (including, without limitation, the reasonable costs and expenses of the syndication of the Loans, the reasonable fees and disbursements of Mayer, Brown, Rowe & Maw LLP as special U.S. counsel to the Arranger and the Admixxxxrative Agent and of Baker & McKenzie as special Mexican counsel to the Arranger and the Xxxxnisxxxxxxx Agent, and reasonable printing, document production and delivery, communication, travel and publicity costs) incurred in connection with the preparation, review, negotiation, translation, execution, delivery, syndication and administration of this Agreement and the other Transaction Documents and the documents and instruments prepared in connection herewith or in anticipation hereof and any amendment, waiver or consent relating hereto or thereto, and (y) the Administrative Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Transaction Documents and the documents and instruments referred to herein and therein (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 for 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 (including, without limitation, any inventory 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 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 the Administrative Agent, each Issuing Lender the Arranger and each Lender, and each of their respective officers, directors, employees, representatives, advisors, 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 this Agreement or any other Credit Transaction 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesTransaction Document, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred solely by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To Each of Comercial and Vitrocrisa hereby waives and releases each Lender, the extent that the undertaking to indemnify, pay or hold harmless Arranger and the Administrative AgentAgent from, and agrees not to pursue against them, any Issuing Lender claim for consequential, special or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawpunitive damages.

Payment of Expenses, etc. The Borrower hereby agrees agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP Case); (ii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent's other counsel Agent and consultants) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, advisors, 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 any Credit Document or any other Credit Transaction 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 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 tothat it shall: (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other counsel and consultants) LLP), 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 and its Affiliates Agents in connection with its or their 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 each of the Issuing Lenders Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent Agents and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders and Lenders), provided that the Borrower's obligation to reimburse the Agents for the reasonable fees and disbursements of White & Case LLP incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the letter dated June 1, 2001 from MSSF to the Borrower; (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, employees, representatives, advisors, 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 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 Holdings any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsany Credit Party, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 toBorrowers 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 and its Affiliates Agents in connection with its or 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 (including, without limitation, any inventory 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, advisors, 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 Holdings any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings or any of its Subsidiaries at any locationReal Property, whether or not owned, leased owned or operated by Holdings any Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsagainst, 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 Holdings any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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. The Borrower hereby agrees tothat it shall: ------------------------- (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other counsel and consultants) LLP), 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 and its Affiliates Agents in connection with its or their 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 each of the Issuing Lenders Agents 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent Agents and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders Banks), provided that the -------- Borrower's obligation to reimburse the Agents for the reasonable fees and Lenders)disbursements of White & Case LLP incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the letter dated February 13, 1998 from the Syndication Agent to the Borrower; (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, advisors, 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 Holdings any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsany Credit Party, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 Company hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (i) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of White Cahill Gordon & Case Reindel 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, (ii) of the Administrative Agent and its Affiliates affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent 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 (including, without limitation, any inventory 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 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 (iiib) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, advisors, 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 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 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 102 provided herein or in the other Credit Documents, or (bii) the any 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 property owned or operated by Holdings or any of the Company and its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, related in any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of way to the Company and 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 . The indemnification provided under this Section 11.01 shall not apply to (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of A) the gross negligence negligence, bad faith or willful misconduct of any Indemnitee (each as determined by a court of competent jurisdiction by final and non-appealable judgment), (B) a material breach of the Person to be indemnified 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 TransactionsTransaction 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 tothat it shall: (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP Case, LLP, local counsel and due diligence, environmental, engineering, real estate and insurance independent consultants retained by the Administrative Agent's other counsel and consultants) 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 and its Affiliates in connection with its or their 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 each of the Banks and the Issuing Lenders and Lenders Bank in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of following an Event of Default, counsel 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) indemnify the Administrative Agent, each Bank and the Issuing Lender and each LenderBank, and each of their respective officers, directors, employees, representatives, advisors, 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 such Agent, any Bank or the 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 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 Holdings the REIT or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the REIT or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe REIT, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the REIT or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Bank or the Issuing Lender 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. (a) The Borrower Credit Parties hereby agrees jointly 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 and its Affiliates in connection with its (whether or their syndication efforts with respect to this Agreement 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-out" ” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, ; the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its 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 Company agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other counsel and consultantsCase) 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 its Affiliates in connection with its or their the Administrative Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative 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 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 and each of a "work-out" or pursuant to any insolvency or bankruptcy proceedings the Banks thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, advisors, agents, affiliates, trustees represent- tives 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, (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 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any 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 agrees tothat it shall: ------------------------- (i) whether or not the transactions contemplated herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other counsel and consultants) Case), 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 and its Affiliates Agents in connection with its or their 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 each of the Issuing Lenders Agents 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent Agents and, after the occurrence of following an Event of Default, counsel for each of the Issuing Lenders Banks), provided that the Borrower's obligation to reimburse the Agents for the -------- reasonable fees and Lenders)disbursements of White & Case incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the letter dated July 21, 1997 from the Syndication Agent to the Borrower; (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, advisors, 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 Holdings any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsany Credit Party, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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: (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 Xxxxxxx LLP and local and foreign counsel 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 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 (including, without limitation, any inventory 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, advisors, 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 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any 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 to such unintended recipients by such Indemnified Person through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction.

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 consultantslocal counsel) 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 its Affiliates in connection with its or their the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative 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 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 Agent and each of a "work-out" or pursuant to any insolvency or bankruptcy proceedings the Banks thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, advisors, 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, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Collateral 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 (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding, in each case whether any such liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses or expenses to the extent incurred by reason of the gross negligence distributions arise from any investigation, litigation 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 other proceeding between or hold harmless the Administrative Agentamong any Credit Party, any Issuing Lender Bank, any third Person 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 lawotherwise.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly 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 its Affiliates the Joint Lead Arrangers in connection with its or 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 (includingD) of the Agents, Joint Lead Arrangers and Lenders in each case without limitationconnection with Collateral monitoring, the reasonable fees Collateral reviews and disbursements of counsel and consultants appraisals (including, without limitation, field examination fees, appraiser fees and out-of-pocket expenses; provided that so long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, (x) the fees and expenses relating to any inventory consultantsindividual field examination shall not exceed $40,000 and (y) for the Administrative Agent andfees 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, advisors, 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 Holdings the Company or any of its Subsidiaries, Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the or any of its Subsidiaries, ; the non-compliance by Holdings the 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 Holdingsor other liability under Environmental Law relating in any way to the Company, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the 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 toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents (for the purposes of this Section 13.01, the term Agent shall include the Collateral Agent) (including, without limitation, the reasonable fees and disbursements of White Cahill Gordon & Case LLP Reindel and the Administrative Agent's other counsel and consultantslocal counsel) in connection with the preparationxxxxxxxxxxx, execution, exxxxxxxn 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 and its Affiliates in connection with its or their the initial syndication efforts with respect to this Agreement and of the Administrative Agent Agents and, after the occurrence of following 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 (including, without limitation, any inventory consultants) for the Administrative Agent Agents and, after the occurrence of following 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 Lender) to pay such taxes; and (iii) indemnify each of the Administrative Agent, each Issuing Lender Agents and each LenderBank, and each of their Affiliates and each of them and their respective officers, directors, trustees, employees, representatives, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-non- compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (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 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 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 (including, without limitation, any inventory 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, advisorsattorneys, 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 Lender, 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 Holdings Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether third Person or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent PCF (including, without limitation, the reasonable fees and disbursements of 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 Loan 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 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 (including, without limitation, any inventory 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, each Issuing Lender and hold harmless each Lender, and each of their its respective officers, directors, employees, representatives, advisorsattorneys, 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 among any Lender, the Borrower or any of its Subsidiaries, or any Credit Partythird 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 Loan 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling ; or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against Holdingsrelating to the Borrower, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries; or (d) the exercise of the rights of any Lender under any of the provisions of this Agreement, any other Loan Document, or any other Document or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Loan Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based solely on the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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. 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 consultantsCase) 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 its Affiliates in connection with its or their the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative 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 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 Agent and each of a "work-out" or pursuant to any insolvency or bankruptcy proceedings the Banks thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 LendersBanks); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless Banks harm-less 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender the Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, advisors, agents, affiliates, trustees representatives 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, 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 (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender the Collateral 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 DocumentsDocument, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings the Borrower or any of its Subsidiaries of any Real Property with any foreign, federal, state and local laws, regulations, ordinances or Environmental Law Laws (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, relating to the Borrower or any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court or of competent jurisdiction in a final and non-appealable decision)any other Indemnitee who is such Person or an affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender 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. (a) The Borrower Credit Parties hereby agrees jointly 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 expenses, within 30 days of demand therefor, (A) of the Administrative Agent Agents, the Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP one primary counsel, 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 its Affiliates the Lead Arranger in connection with its or their syndication efforts with respect to this Agreement and Agreement, (C) of the Administrative Agent andAgents, after the occurrence of an Event of Default, Lead Arranger 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 (includingD) of the Agents, Lead Arranger and Lenders in each case without limitationconnection with Collateral monitoring, the reasonable fees Collateral reviews and disbursements of counsel and consultants appraisals (including, without limitation, any inventory consultants) for the Administrative Agent andappraiser fees and out-of-pocket expenses), 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 Lead Arranger; (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, the Lead Arranger, each Issuing Lender and each Lendertheir respective Affiliates and branches, and each of their respective the officers, directors, employees, representatives, advisors, 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, 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 the 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 Holdings the Company or any of its Subsidiaries, Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the or any of its Subsidiaries, ; the non-compliance by Holdings the 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 Holdingsor other liability under Environmental Law relating in any way to the Company, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses to the extent (x) 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)decision or (y) arising from a breach in bad faith by an Indemnified Person of its obligations hereunder) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, any Issuing Lender the 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. (b) The Borrower Credit Parties hereby agrees jointly and severally agree, from and after the Closing Date, to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other one primary counsel and consultantsto all Agents and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto (whether or not effective) and its Affiliates in connection with its or (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses 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 (includinglimited, in each the case without limitationof legal expenses, the reasonable fees to one primary counsel to all Agents and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for Lenders to be retained by the Administrative Agent and, after if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the occurrence case of an Event actual or perceived conflict of Defaultinterest where any Indemnified Person affected by such conflict informs Lead Borrower of such conflict, of a single additional firm of counsel in each relevant jurisdiction for each of the Issuing Lenders and Lendersall similarly situated affected Indemnified Persons); (iiiii) pay and hold the Administrative Agent, each of the Issuing Lenders Agent and each of the Lenders Lender harmless 155 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 (iiiiv) indemnify the Administrative Agent, each Issuing Agent and each Lender and each Lender, and each of their respective Affiliates and the partners, shareholders, officers, directors, employees, representatives, advisors, agents, affiliatestrustees, trustees representatives and investment advisors of each of the foregoing, in each case, together with their respective successors and assigns of all persons constituting “Indemnified Persons” (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 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 relating in the air, surface water or groundwater or on the surface or subsurface of any way to any Real Property at any time owned, leased or operated operated, at any time, by Holdings Lead Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings Lead Borrower or any of its Subsidiaries, ; the non-compliance by Holdings 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 Holdingsor liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings 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 proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) 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 the 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 any Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely 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.. 156

Payment of Expenses, etc. The Parent Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral 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 local counsel, as applicable) and of consultants and advisors to the Administrative 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 and the Collateral Agent in connection with any amendment, waiver or consent relating to this Agreement or any other Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent's other counsel , the Collateral Agent and consultants) each of the Lenders and Issuing Lenders and the Issuing Agent 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Lenders, each Issuing Lenders Lender and Lendersthe Issuing Agent); (iiiv) pay and hold each of the Administrative AgentAgents, each of the Lenders, each of the Issuing Lenders and each of the Lenders Issuing 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 each of the Administrative AgentAgents, each of the Lenders, each of the Issuing Lenders and each of the Lenders Issuing Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiv) indemnify the Administrative Agent, the Collateral Agent, the Issuing Agent, each Issuing Lender and Lender, each Lender, any Affiliate of the foregoing, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, advisors, 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, the Issuing 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 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of (A) the gross negligence or willful misconduct of the Person to be indemnified or any of its controlled Affiliates or their respective directors, officers, employees, partners, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (B) a material breach of any obligations under this Agreement or any other Credit Document by the Person to be indemnified or any of its controlled Affiliates or their respective directors, officers, employees, partners, advisors or other representatives (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: (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 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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 Each of the Parent, Holdings and the Borrower, jointly and severally, agree to: (i) whether or not the transactions herein contemplated are consummated), pay (A) all reasonable out-of-pocket costs and expenses of the Administrative Agent (for purposes of this Section 14.01, the term "Administrative Agent" shall include DBAG in its capacity as Collateral Agent pursuant to the Security Documents) (including, without limitation, the reasonable fees and disbursements of White & Case LLP and one local counsel in each jurisdiction) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (B) 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 counsel to 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, and the determination of compliance or non-compliance by the Parent and its Subsidiaries with the provisions hereof or thereof, including, without limitation, with respect to Permitted Acquisitions, (C) all reasonable fees and disbursements of consultants and advisors retained by the Administrative Agent or its counsel in connection with the administration of the Credit Documents, but only to the extent retained after a determination by the Administrative Agent (in its sole discretion) that such retention is advisable to protect the interests of the Lenders in light of underperformance by, or other distressed situation relating to, the Parent and its Subsidiaries taken as a whole, (D) all reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (E) all reasonable out-of-pocket costs and expenses of the Administrative Agent andAgent, after the occurrence of an Event of Default, 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, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and 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 execution, delivery or enforcement of this Agreement or any other Credit Document or any document or instrument referred to therein or herein 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 and hold harmless the Administrative each Agent, the Issuing Lender, each Issuing Lender and each Lenderof their respective Affiliates, and each of their respective officers, directors, employees, representatives, advisors, agents, affiliates, trustees attorneys and investment advisors Administrative Agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, reasonable out-of-pocket 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 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 any Credit PartyAgent, any Lender, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of 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 any non-compliance of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Environmental Law relating to any Real Property at any time owned, leased owned or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings Parent or any of its Subsidiaries which arises from or is 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 transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in any other Credit Documents; (c) the actual or alleged generation, presence, use, storage, disposal or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any location, whether or not owned, leased or time operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings Parent or any of its Subsidiaries with which arises from or is related to the entering into and/or performance of this Agreement or any Environmental Law other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in any other Credit Documents; (including applicable permits thereunderd) applicable to any Real Property, or any Environmental Claim asserted against Holdings, relating to the Parent or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Parent or any of its SubsidiariesSubsidiaries which arises from or is 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 transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in any other Credit Documents; (e) the exercise of the rights of the Administrative Agent and of any Lender under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (f) the consummation of any transaction contemplated herein or in any other Credit Document (clauses (a) through (f), including, in each case, without limitationcollectively, the reasonable fees and disbursements "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender Indemnitee or any Lender set forth in the preceding sentence may be unenforceable because it is violative Affiliate 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 Indemnitee.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether (a) if the Closing Date occurs, to pay or not reimburse the transactions herein contemplated are consummatedAdministrative Agent, pay the Collateral Agent and the Arrangers for 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) incurred in connection with the preparation, executionnegotiation, delivery syndication and administration execution of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein Documents, and any amendment, waiver waiver, consent or consent relating hereto other modification of the provisions hereof and thereof (whether or theretonot the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including due diligence expenses, syndication expenses, travel expenses but in the case of legal fees and expenses, limited to reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel to the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement (and, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent and, after the occurrence of an Event of Default, and each of the Issuing Lenders Lender for all reasonable out-of-pocket costs and Lenders expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement and or the other Credit Documents (including all such costs and the documents and instruments referred to herein and therein expenses incurred during any insolvency, bankruptcy or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement other legal proceeding, which in the nature case of a "work-out" or pursuant legal fees and expenses, shall be limited to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements out-of-pocket expenses of one primary counsel and consultants (including, without limitation, any inventory 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, the Collateral Agent and the Arrangers collectively and one counsel to the other Lenders (and one local counsel in each applicable jurisdiction and, in the event of any conflict of interest, one additional counsel of each type to the affected parties)), in each case within thirty days of receipt by the Borrower of an invoice relating thereto setting forth such Issuing Lender or such Lender) to pay such taxesexpenses in reasonable detail; and (iiiii) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lenderof their affiliates, and each of their respective directors, officers, directors, employees, representativespartners, advisors, agentsagents and other representatives of each of the foregoing and their respective successors (each, 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, claims, actions, judgments, suits, costs, expenses and disbursements disbursements, joint or several (including reasonable attorneys' and consultants' in the case of legal fees and disbursementsexpenses limited to the reasonable fees and out-of-pocket expenses of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers and one counsel to the other Lenders (and, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant material jurisdiction and, in the event of a conflict of interest, one additional counsel of each type to the affected parties)) 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 the Collateral Agent, the Arrangers 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) 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 at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Table of Contents Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits issued thereunder) applicable to any Real Property), or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of one counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of they arise from the (x) gross negligence negligence, bad faith or willful misconduct of the Indemnified Person to be indemnified (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, advisors, agents and other representatives) as determined by a court of competent jurisdiction in a final and nonappealable decision, (y) a material breach of the obligations of such Indemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, advisors, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, the Collateral Agent, any Arranger or any of their Affiliates in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent, Arranger or any other similar role hereunder and under any of the other Credit Documents))) and not arising out of any act or omission of Holdings, the Sponsor, the Borrower or any of their respective Subsidiaries. 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 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. (f) The Borrower hereby agrees tothat 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 and its Affiliates Agents in connection with its or their 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 (including, without limitation, any inventory 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, advisors, 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 Holdings VHS Holdco I or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings VHS Holdco I or any of its Subsidiaries, the non-compliance of any Real Property owned, leased or operated by Holdings 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 HoldingsVHS Holdco I, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings 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 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 Borrower hereby agrees Credit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other local and foreign counsel and consultants) 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 and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of the Administrative each Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Administrative Agent andCollateral Agent, 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 or 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 proceeding (including, in without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each case Agent, the Collateral Agent, each Issuing Lender and each of the Lenders hereunder or thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants (includingfor each Agent, without limitationthe Collateral Agent, any inventory consultants) for the Administrative Agent and, 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 each of the Administrative Agents, the Collateral 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, goods and services, harmonized sales, 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 each of the Administrative Agents, the Collateral Agent, each of the Issuing Lenders Lender and each of the Lenders harmless from and against any and all liabilities (including, without limitation, penalties and interest) with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Administrative Collateral Agent, each Issuing Lender, each Lender and each Lender, of its respective affiliates and each of its and their respective officers, directors, employees, representatives, advisorstrustees, agents, affiliates, trustees and investment advisors and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Administrative Collateral Agent, any Issuing Lender Lender, or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by or on behalf of any Agent, the Collateral 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 any 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 Holdings any Credit Agreement Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings any Credit Agreement Party or any of its Subsidiaries, the non-compliance by Holdings 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 HoldingsLiability in connection with or relating to any Credit Agreement Party, any of its Subsidiaries or any of their operations or activities or any Real Property at any time owned, leased or operated by Holdings any Credit Agreement Party or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Administrative Collateral Agent, any Issuing Lender, any Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Holdings and the Borrower hereby agrees jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's other local counsel and consultantsany outside consultants hired by the Agents) 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 and its Affiliates Agents in connection with its or their syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and of the Administrative Agent and, after the occurrence of an Event of Default, Agents 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel Agents and 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) defend, protect, indemnify and hold harmless the Administrative Agent, each Issuing Lender Agents and each LenderBank, and each of their respective Affiliates, officers, directors, employees, representatives, advisors, agents, affiliates, trustees attorneys and investment advisors agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative AgentAgents, 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 the Agents, the Collateral Agent, any Credit PartyBank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings 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 Holdings, relating to Holdings or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings or any of its Subsidiaries, Subsidiaries or; (d) the exercise of the rights of the Agents and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified (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 seeking indemnification hereunder.

Payment of Expenses, etc. The Borrower Borrowers hereby agrees agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable and documented fees and disbursements of White Cravath, Swaine & Case MooreMilbank Tweed Hadley & XxXxxx 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, negotiation, 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 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 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 (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders)proceedings; (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 Other Taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Administrative Agent, 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 (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, advisors, 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 the reasonable attorneys' and consultants' fees documented fees, charges and disbursementsdisbursements of one firm of counsel for all such Indemnified Parties, taken as a whole, and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (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 Holdings any of the Borrowers or any of its their respective Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings any of the Borrowers or any of its their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings any of the Borrowers or any of its their respective Subsidiaries, the non-compliance by Holdings 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased leased, operated or operated occupied by Holdings any of the Borrowers or any of its their respective Subsidiaries, or any other Environmental Liability related to any of the Borrowers or any of their respective Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their respective Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation litigation, claim or other proceeding (but excluding proceeding, or any other liability or obligation under Environmental Law relating in any way to any of the Borrowers or any of their respective Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, liabilities, claims, damages damages, penalties or expenses liabilities (a) to the extent incurred determined by reason a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, fraud, gross negligence or willful misconduct of such Indemnified Party or any Related Party of such Indemnified Party, (b) to the Person to be indemnified (extent resulting from a claim brought by any of the Borrowers or any of their respective Subsidiaries against such Indemnified Party or any Related Party of such Indemnified Party for material breach of such Indemnified Party’s obligations hereunder, if such Borrower or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary’s favor on such claim, as determined by a court of competent jurisdiction in a final jurisdiction, (c) to the extent it relates to Taxes (other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements arising from any non-appealable decision)Tax claim) or (d) to the extent resulting from a proceeding that does not involve an act or omission by any of the Borrowers or any of their respective Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or agent in its capacity as, or in fulfilling its role as, Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless 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 any such damages included in a third party claim for which an Indemnified Party is liable and is otherwise entitled to reimbursement, indemnification or contribution under this Section 10.01.

Payment of Expenses, etc. 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 and the Lenders (including, without limitation, the reasonable fees and disbursements of White & Case LLP counsel to the Agent and each Lender and professionals engaged by the Agent and the Administrative Agent's other counsel and consultantsLenders) 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 therein, the consummation and therein administration of the transactions contemplated hereby and thereby and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and its Affiliates in connection with its or their the Agent's syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent andAgent, after the occurrence 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 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, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 and Lenders); (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; (iv) pay all reasonable expenses of the Agent and each Lender related to this Agreement and the other Credit Documents in connection with the Cases (including, without limitation, the ongoing monitoring by the Agent and each Lender of the Cases, including attendance by the Agent, each Lender and their respective counsel at hearings or other proceedings and the ongoing review of documents filed with the Bankruptcy Court); and (iiiv) 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, representatives, advisors, 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, (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 is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf among the 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 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 (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 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 lawproceeding.

Payment of Expenses, etc. The Borrower hereby agrees agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of 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 other counsel Agent and consultants) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of an Event of Default, counsel and for each of the Issuing Lenders and LendersBanks); (iiiii) 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 (iiiiv) indemnify the Administrative Agent, each Issuing Lender Agent and each LenderBank, and each of their respective officers, directors, employees, representativesrepresentatives and agents (each, advisors, 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 any Credit Document or any other Credit Transaction 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 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To No Bank shall be liable for any damages arising from the extent that the undertaking to indemnifyuse by others of information or other materials obtained through electronic, pay telecommunications 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 lawother information transmission systems.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly 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 Xxxxxx Xxxxxx & Case Xxxxxxx LLP 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), of the Administrative Agent and its Affiliates Agents 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, 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 (including, without limitation, any inventory 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 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, and the officers, directors, employees, representatives, advisors, 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 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 Holdings the Lead Borrower or any of its Subsidiaries, ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by Holdings the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Lead Borrower or any of its Subsidiaries, ; the non-compliance by Holdings 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 Holdingsthe Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings 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 in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (iii) that do not involve or arise from an act or omission by the Lead Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative 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 hereby agrees toshall: (i) whether or not the transactions contemplated 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 Cxxxxx, Hxxx & Case LLP and the Administrative Agent's other counsel and consultantsSxxxxxx) 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 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 (including, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence Lender promptly following receipt of an Event of Default, counsel for each of the Issuing Lenders and Lenders)a reasonably detailed invoice therefor; (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, 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 hold 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 Agent, each Issuing Lender and each Lender, and each of their respective its officers, directors, employees, representatives, advisors, agents, 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, 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 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries Subsidiaries, or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and of the Administrative Agent's Agents' consultants and other counsel and consultants) to the Agents 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 and its Affiliates Agents in connection with its or 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 in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent 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 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, advisors, 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 currently or previously owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not currently or previously owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time currently or previously owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees -115- 117 and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but in each of the foregoing instances excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender each Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the 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: (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 & Case LLP Xxxxxxxxxx LLP, Xxxxx & Xxxxx Corporate Finance LLC, 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 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) pay all reasonable out-of-pocket costs and expenses 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 therein and, after an Event of Default shall have occurred and therein or be continuing, the protection of the rights of the Agent and each of the Lenders thereunder, including in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "“work-out" ” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding 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 Lenders); (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, each Issuing Lender the Collateral Agent and each Lender, their subsidiaries and each of affiliates, and their respective officers, directors, employees, representatives, advisors, agents, affiliates, trustees agents and investment advisors sub-collateral agents (each an “Indemnitee”) from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial actions), lossesclaims, damages, penaltiessettlement payments, claimsobligations, actionsactions or causes of action, judgmentscosts or expenses incurred, suitssuffered, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on sustained or assessed against required to be paid by any of them as a result of, or arising out of, or in any way related to, or by reason ofof this Agreement, the other Credit Documents and any transaction related thereto, including, without limitation (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, 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 or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings such Borrower or any of its Subsidiaries, the non-compliance by Holdings the Borrower or any of its Subsidiaries of any Real Property with any foreign, federal, state and local laws, regulations, ordinances or Environmental Law Laws (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, relating to the Borrower or any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel acting for the Agent and other consultants the Lenders and not reasonably objectionable to the Borrower incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as finally determined by a the court of competent jurisdiction in a final and non-appealable decisionjurisdiction)). To The Agent and each Lender shall be entitled to select their own counsel not reasonably objectionable to the extent that Borrower in connection with any of the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender matters 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

Payment of Expenses, etc. (a) The Borrower hereby agrees toBorrowers 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 and its Affiliates Agents in connection with its or 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 (including, without limitation, any inventory 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, advisorsrepresentative, agentsadvisor and agent thereof (each, 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, 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 Holdings any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings or any of its Subsidiaries at any locationReal Property, whether or not owned, leased owned or operated by Holdings any Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsagainst, 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 Holdings any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative 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 hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent's ’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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings 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 excluding, in each case of this clause (c), 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: (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 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 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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (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 toCredit Agreement Parties 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 Agentlocal counsel, if any, 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 each 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, 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 (including, without limitation, any inventory consultants) for the Administrative Agent Agents and, after following and during the occurrence continuation of an Event of DefaultDefault in connection with the enforcement of this Agreement and the other Credit Documents, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders Agents 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 Agents and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to 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, advisors, 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 Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual actual, alleged or alleged presence threatened Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by Holdings any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or arrangement for disposal of Hazardous Materials by Holdings or any of Holdings, its Subsidiaries or their respective predecessors at any location, whether or not owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings or of any of its Subsidiaries Real Property with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdingsrelating to any Credit Party, any of its Subsidiaries Subsidiaries, its operations or any Real Property owned or at any time owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other reasonably necessary consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in 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 Credit Agreement Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees toshall: (i) whether or not the transactions contemplated 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 Xxxxxxx and Xxxxxx and (to the extent retained in connection with the due diligence investigation of and collateral arrangements relating to Real Property of the Borrower and its Subsidiaries) local counsel, subject to the cap as agreed by the Borrower and the Administrative Agent's other counsel and consultantsAgent in a certain letter agreement) 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 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 following 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, without limitation, any inventory consultants) for the Administrative Agent and, after the occurrence of following 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 Agent and each Lender, and each of their respective officers, directors, trustees employees, representatives, advisors, 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 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 Holdings any Credit Party or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsany Credit Party, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 (a) Whether or not any of the transactions contemplated hereby shall be consummated, ASI agrees to: to pay promptly (i) whether or not all the transactions herein contemplated are consummated, pay all reasonable out-of-pocket actual costs and expenses of preparation of this Agreement and each of the Administrative Agent other Credit Documents, including any amendments or supplements thereto, and all the costs of furnishing all opinions by counsel for, or on behalf of, the Credit Parties or the Lenders (includingincluding any opinions requested by the Lenders as to any legal matters arising hereunder or under any of the other Credit Documents), without limitation, and of the Credit Parties' performance of and compliance with all agreements and conditions contained herein or in any of the other Credit Documents on their part to be performed or complied with; (ii) the reasonable fees and disbursements expenses of White Cravath, Swaine & Case LLP and Moorx xxx one local or foreign counsel to the Administrative Agent's other counsel and consultants) Lenders in each local or foreign jurisdiction in connection with the negotiation, preparation, execution, delivery execution and administration of this Agreement and the other Credit Documents Documents, including any amendments or supplements thereto, and the documents Loans hereunder and instruments referred the issuance of Letters of Credit hereunder; (iii) the fees, costs and expenses of creating, perfecting and maintaining Liens pursuant to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Credit Documents, including filing fees and its Affiliates expenses, reasonable fees and expenses of counsel (including one local or foreign counsel in connection with its each local or their syndication efforts with respect foreign jurisdiction) to this Agreement the Lenders and the reasonable fees and expenses of any agent or trustee appointed pursuant to Section 8.07; and (iv) the fees, costs and expenses (including reasonable fees and expenses of counsel, including any local and foreign counsel and allocated costs of internal counsel, and costs of settlements and of the Administrative Agent and, after the occurrence any other experts or advisors) incurred by or on behalf of an Event any Lender in enforcing any Obligations of Default, each or in collecting any payments due from any Credit Party hereunder or under any 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 by reason of any Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement or the other Credit Documents in the nature of a "work-out" or pursuant to of any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 lawotherwise.

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 Xxxxxx Xxxxxx & Case LLP Xxxxxxx llp and local and foreign counsel 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 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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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: (i) whether or not the transactions herein contemplated are consummated, pay reimburse or pay, as the case may be, from time to time all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White legal counsel (including, without limitation, Milbank, Tweed, Xxxxxx & Case XxXxxx LLP and the Administrative Agent's other counsel Xxxxxxx Xxxx & Xxxxxxxxx LLP) and consultants) of each Agent (including, without limitation, any successor Agent contemplated by Section 12.09, including any such successor Agent appointed following a Mandatory Resignation) and each Backstop Party 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 (including, without limitation, any inventory consultants) for the Administrative each Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) without duplication with Section 5.04(a), 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 Agent and each Lender, and each of their respective officers, directors, employees, representatives, advisors, 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) of whatsoever kind or nature incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any 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 DocumentsDocuments or in any other way relating to or arising out of this Agreement or any other Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (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 toIssuers 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) the Administrative Agent in connection with the preparationsale by it of any Dollar Denominated Securities as contemplated in Section 4.4(a), 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, (z) each of the Administrative Agent and its Affiliates Purchasers in connection with its or their syndication efforts with respect to this Agreement and any due diligence conducted by any of the Administrative Agent and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders 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 (including, without limitation, any inventory 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, advisors, 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 Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings 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 excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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: (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 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 and its Affiliates in connection with its or their 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 (including, without limitation, any inventory 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, advisors, 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 Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsthe Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings 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 excluding, in each case, any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the 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: (i) whether ------------------------- or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP LLP), (ii) pay all reasonable out-of-pocket costs and expenses of each Agent and each of the Administrative Agent's other counsel and consultants) 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 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 DefaultDefault shall have occurred and be continuing, the protection of the rights of each of the Issuing Lenders Agents 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 each of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings Lenders thereunder (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agents and the 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 (ii) unless an Agent and, after or Lender notifies the occurrence of an Event of Default, counsel for each of Borrower that it reasonably believes that its legal position differs from the Issuing other Agents or Lenders or that it may be subject to different claims or defenses than the other Agents and Lenders), in which case the Company will also pay the reasonable fees and disbursements of 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 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 each Lender (including in its capacity as the Administrative Agent, each Issuing Lender and each Lenderthe Syndication Agent or a Letter of Credit Issuer), and each of their respective its officers, directors, employees, representatives, advisors, 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 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 Syndication 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, the Syndication Agent, 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 or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, or and (b) any such investigation, litigation or other proceeding relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries, if any, or any Real Property owned or operated by them, or the actual or alleged presence or release of Hazardous Materials in the airon, surface water under or groundwater or on the surface or subsurface of from any Real Property at any time owned, leased owned or operated by Holdings or any of its Subsidiaries, the generationif any, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by 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 Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, and in each casecase including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, 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 Borrowers jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents, the Collateral Agent and the Deposit Bank (including, without limitation, the reasonable fees and disbursements of White Xxxxxx Xxxxxx & Case LLP Xxxxxxx llp and the Administrative Agent's other counsel local and consultantsforeign counsel) in connection with 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 of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and of the Administrative each Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement Agreement; provided, however, that the Borrowers shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, and such other local and foreign counsel as may be engaged by the Administrative Agent andto address issues arising in connection with the Refinancing and/or to prepare security documentation governed by local or foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, after the occurrence of an Event of DefaultCollateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Deposit 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 entered into or delivered 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 therewith (including, in without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each case Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultantsincluding in house counsel) for each Agent, the Administrative Agent andCollateral Agent, after each Issuing Lender, each Bank Guaranty Issuer, the occurrence of an Event of Default, counsel for Deposit Bank and each of the Issuing Lenders and Lenders); (iiiii) pay and hold each of the Administrative Agents, the Collateral Agent, each of Issuing Lender, each Bank Guaranty Issuer, the Issuing Lenders Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Administrative Agents, the Collateral Agent, each of Issuing Lender, each Bank Guaranty Issuer, the Issuing Lenders Deposit Bank and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agents, the Collateral Agent, such Issuing Lender Lender, such Bank Guaranty Issuer, the Deposit Bank or such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Administrative Collateral Agent, each Issuing Lender and Lender, each Bank Guaranty Issuer, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and each of their respective officers, directors, employees, representatives, trustees, advisors, agentsand agents (each, 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, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Administrative Collateral Agent, any Issuing Lender Lender, any Bank Guaranty Issuer, the Deposit Bank 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 Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Deposit 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 Credit, Bank Guaranty or Credit-Linked Deposit or the proceeds of any Loans hereunder 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 li- abilities, 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 Holdings any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings any Credit Party or any of its Subsidiaries, the non-compliance by Holdings 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 Holdingsin 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 Holdings 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 excluding any such liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-non appealable decision) of the Person to be indemnified)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Administrative Collateral Agent, any Issuing Lender Lender, any Bank Guaranty Issuer, the Deposit Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the 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.