Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loan.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs and the Transactions have been consummatedDate, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one primary counsel to the extent all Agents and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies the informs Lead Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); (iii) pay and (y) the fees hold each Agent and expenses of each Lender harmless from and against any other advisor or consultant, and all Other Taxes with respect to the reasonable, documented foregoing matters and invoiced fees, charges save each Agent and disbursements of such advisor each Lender harmless from and against any and all liabilities with respect to or consultant, but solely resulting from any delay or omission (other than to the extent that attributable to such consultant Agent, such Lender or advisor has been retained with the Borrower’s consent Lead Arranger) to pay such Other Taxes; and (such consent not to be unreasonably withheld or delayed))iv) indemnify each Agent and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing, in each case, together with their respective successors and assigns (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 connection with any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any 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 syndication entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Term Loans hereunder or the consummation of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents Transaction or any amendmentsother 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, modifications or waivers (b) the actual or alleged presence of Hazardous Materials relating in any way to any Real Property owned, leased or operated, at any time, by Lead Borrower or any of its Subsidiaries; the provisions thereof and generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Lead Borrower or any of its Subsidiaries; the non-compliance by Lead Borrower or any of its Subsidiaries with any Environmental Law (iiincluding applicable permits thereunder) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentapplicable to any Real Property; or any Environmental Claim or liability under Environmental Laws relating in any way to Lead Borrower, any Joint of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Lead Arranger Borrower or any Lenderof its Subsidiaries, including including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs and the Transactions have been consummatedDate, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one primary counsel to the extent all Agents and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket fees, costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings (limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies the informs Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 any Taxes, other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses, disbursements etc. 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 connection with any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any 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 syndication entering into and/or performance of) this Agreement or any other Credit Document or the proceeds of any Term Loans hereunder or the consummation of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents Transaction or any amendmentsother 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, modifications or waivers (b) the actual or alleged presence of Hazardous Materials relating in any way to any Real Property owned, leased or operated, at any time, by Borrower or any of its Subsidiaries; the provisions thereof and generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Borrower or any of its Subsidiaries; the non-compliance by Borrower or any of its Subsidiaries with any Environmental Law (iiincluding applicable permits thereunder) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentapplicable to any Real Property; or any Environmental Claim or liability under Environmental Laws relating in any way to Borrower, any Joint Lead Arranger of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Borrower or any Lenderof its Subsidiaries, including including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not preceding sentence may be unenforceable because it violates any law or public policy, the Credit Parties shall make the maximum contribution to be unreasonably withheld or delayed), in connection with the enforcement or protection payment and satisfaction of any rights or remedies (A) in connection with each of the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall pay, Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs and the Transactions have been consummatedoccurs, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents and to the extent Lenders and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee Indemnified Person (as defined below) affected by such conflict notifies informs the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for the such affected Indemnitees similarly situated and (y) the fees and Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, arising from a non-Tax claim) 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, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit facilities arrangements provided for herein, under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred Lenders to be retained by the Administrative AgentAgent and, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent if reasonably determined by the Administrative Agent to be necessary, one local counsel in each any relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee Indemnified Person affected by such conflict notifies informs the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the affected Indemnitees similarly situated foregoing matters and save each Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (yiii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of counsel and other consultants incurred in connection with any such advisor investigation, litigation or consultantother 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 solely excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent that incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such consultant Indemnified Person or advisor has been retained with any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the Borrower’s consent extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (such consent not to be unreasonably withheld or delayedin the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in connection with a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the enforcement Guarantors or protection 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 any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall pay, Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs and the Transactions have been consummatedoccurs, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents, Lenders and Issuing Banks (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents, Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) Issuing Banks and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent if reasonably determined by the Administrative Agent to be necessary, one local counsel in each any relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee Indemnified Person (as defined below) affected by such conflict notifies the Borrower of the existence informs you of such conflict and thereafter thereafter, retains its own counsel, one additional conflicts of another firm of counsel for the such affected Indemnitees similarly situated and (y) the fees and Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained arising from a non-Tax claim) in connection with the Borrower’s preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (such consent whether or not to be unreasonably withheld or delayedeffective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or protection 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 (which shall be limited to one primary counsel to all Agents, Issuing Banks and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent, each Lender and each Issuing Bank harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent, each Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Lender or such Issuing Bank) to pay such Other Taxes; and (iii) indemnify each Agent, each Lender, each Issuing Bank and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, any Issuing Bank 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 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 (Ab) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Loan comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross 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 the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (including all such costs in the case of each of preceding clauses (i) and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws(ii), including its rights under this Section 11.01 as determined by a court of competent jurisdiction in a final and non-appealable decision) or (Biii) 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 connection with its capacity as such or in its fulfilling such role)). To the Loans made hereunderextent that the undertaking to indemnify, including all such out-of-pocket costs pay or hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and expenses incurred during any workout, restructuring or negotiations in respect satisfaction of such Loaneach of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs and the Transactions have been consummatedDate, to: (i) pay all reasonable and documented out-of-pocket costs and expenses of the Agents (limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents, Lenders and Issuing Banks, taken as a whole, 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 of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents, each Issuing Bank and each Lender in connection with the Joint Lead Arrangers enforcement of this Agreement and their respective Affiliates (without duplication) 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 Liquidation Proceedings (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one primary counsel (to the extent reasonably determined be retained by the Administrative Agent Agent) to be all Agents, Lenders and Issuing Banks, taken as a whole, and, if reasonably necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies informs the Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent, each Issuing Bank and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 connection with the syndication of the credit facilities provided for hereinany way related to, and the preparationor by reason of, execution(a) any investigation, delivery and administration of the Loan Documents litigation or other proceeding (whether or not any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger Issuing Bank or any LenderLender 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 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 any way to any Real Property owned, leased or operated, at any time, by Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release 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 or liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lead Arrangers (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx White & Xxxxxxx Case LLP and to the extent reasonably determined by the Administrative Agent to be and, if necessary, one firm of local counsel in each relevant material any applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictionsand one regulatory counsel) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or any amendmentsconsent relating hereto or thereto, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint the Lead Arranger Arrangers and their respective Affiliates in connection with its or any Lendertheir syndication efforts with respect to this Agreement and of the Administrative Agent, including of each Issuing Lender and the feesSwingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, charges after the occurrence of an Event of Default, for the period during which such Event of Default is continuing, the Administrative Agent, 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; provided, however, that in the absence of conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one counsel (and one local counsel in each relevant jurisdiction and one regulatory counsel, if applicable) for the Administrative Agent, the Joint Lead Arrangers Issuing Lenders and the Lenders, such counsel to be selected by the Administrative Agent; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (without duplicationother than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (limitediii) indemnify the Administrative Agent, each Issuing Lender, each Lead Arranger and each Lender, and each of their respective officers, directors, employees, and affiliates, (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, any 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 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 Liability of 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 case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP 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 reasonably incurred by reason of the gross negligence, bad faith or willful misconduct of the Indemnified Person to be indemnified (as determined by the Administrative Agent to be necessary, one local counsel a court of competent jurisdiction in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict a final and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to non-appealable decision)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless the Borrower’s consent (such consent not to Administrative Agent, any Issuing Lender, any Lead Arranger or any Lender set forth in the preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Borrower shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall payagrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummatedcase may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the Joint Lead Arrangers reasonable and their respective Affiliates (without duplication) (limited, in the case of (x) legal documented fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one outside counsel to the extent reasonably determined by the Administrative Agent to be necessary, and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and jurisdiction; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lenders in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or of the Loan Documents that are requested by any LenderCredit Party, including including, without limitation, the fees, charges reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, and one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict jurisdiction; (iii) all reasonable and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or negotiations advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such Loanindemnified Person) to pay such taxes.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Arrangers (limited to the reasonable, and documented or invoiced, out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative AgentArrangers, the Joint Lead Arrangers LC Issuers and the Lenders (without duplication) (limitedtaken as a whole, in the case of (x) legal fees and expensesand, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, of one local counsel in each relevant material jurisdiction and, in the case event of an any actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for the affected Indemnitees each group of Lenders and Administrative Agent similarly situated and taken as a whole); (yii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent in connection with any workoutamendment, restructuring waiver or negotiations consent relating to any of the Loan Documents, including all out-of-pocket expenses and legal fees of counsel; (iii) all costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and the Lenders and limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant material jurisdiction and, in the event of any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article ‎III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. (a) The Borrower shall pay, hereby agrees: (i)(a) if the Closing Date occurs occurs, to pay or reimburse the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender and the Transactions have been consummated, (i) Swingline Lender for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by on, prior to, or after the Administrative AgentClosing Date associated with the syndication of the Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and administration of this Agreement and the Joint Lead Arrangers other Credit Documents, and their respective Affiliates any amendment, waiver, consent or other modification with respect hereto and thereto (without duplication) whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (limitedincluding, but not limited to, due diligence expenses, syndication expenses, travel expenses but in the case of (x) legal fees and expenses, limited to the reasonable, actual reasonable and documented and invoiced out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be (and, if necessary, of one firm of local counsel in each any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsjurisdiction) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (yb) from and after the fees and expenses of any other advisor or consultantClosing Date, to pay or reimburse the reasonableAdministrative Agent, documented the Collateral Trustee, any Issuing Lender and invoiced fees, charges each Swingline Lender and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided Lender for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of any rights or remedies (A) in connection with under this Agreement or the Loan other Credit Documents (including all such costs and expenses incurred during any insolvency, bankruptcy or other legal proceeding, including any proceeding under any Debtor Relief Laws)which in the case of legal fees and expenses, including its rights under this Section 11.01 or (B) in connection with shall be limited to the Loans made hereunder, including all such actual reasonable and documented out-of-pocket costs fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Trustee and the Lenders, collectively, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of affected parties), in each case promptly following receipt by the Borrower of a written demand therefor; and (ii) to indemnify the Administrative Agent, the Collateral Trustee, each Issuing Lender and each Lender, the Arrangers and each of their respective directors, officers, employees, partners, agents and other representatives of each of the foregoing and their respective successors (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, joint or several (in the case of legal fees and expenses limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, and, in the event of an actual or perceived conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole)) incurred during by, imposed on or assessed against any workoutof them as a result of, restructuring or negotiations arising out of, or in respect any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender, an 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 or Letters 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) any of the foregoing relating to any Environmental Claim arising out of the operations of the Borrower or any of its Subsidiaries or any of their respective properties, including, in each case, without limitation, the reasonable fees and disbursements of one counsel incurred in connection with any such investigation, litigation or other proceeding, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of Indemnified Persons (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross 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, agents and other representatives) as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) a material breach of the obligations of such LoanIndemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger or any of their respective Affiliates in its capacity or in fulfilling its role as Administrative Agent, Collateral Trustee, Issuing Lender, 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 the Borrower or any of its respective Subsidiaries. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger, any Lender or any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. The Borrower shall payagrees to pay (or reimburse the Administrative Agents, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummatedcase may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and any one outside counsel to the extent reasonably determined by the Administrative Agent to be necessary, Agents and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and jurisdiction; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents and the Lenders in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or of the Loan Documents that are requested by any LenderCredit Party, including including, without limitation, the fees, charges reasonable fees and disbursements of any one outside counsel for to the Administrative Agent, the Joint Lead Arrangers Agents and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and jurisdiction; (yiii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket costs and expenses incurred during of the Administrative Agents, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including, without limitation, the reasonable fees and disbursements of any one outside counsel to the Administrative Agents and any Lender, one counsel in each relevant jurisdiction and, if reasonably necessary or negotiations advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative 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 any such Loanindemnified Person) to pay such taxes.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs Borrowers hereby jointly and the Transactions have been consummated, severally agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by (including Expenses) of the Administrative AgentAgents (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel to the extent reasonably determined by the Administrative Agent to be necessary, and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) andjurisdiction, in the each case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel acting jointly for the affected Indemnitees similarly situated Agents and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, appraisals and collateral examinations required pursuant to Sections 6.01(i) and 9.06(b)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any actual or any amendmentsproposed amendment, modifications waiver or waivers consent relating hereto or thereto, of the provisions thereof Agents and their respective Affiliates in connection with their syndication efforts with respect to this Agreement and of the Agents, the Issuing Lenders in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, each of the Issuing Lenders, the Fronting Lender and one counsel for all of the Lenders in connection with the enforcement of this Agreement and the other 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 (ii) all including, in each case without limitation, the reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges fees and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, limited to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, if necessary one bankruptcy counsel and one regulatory counsel, in each case to the Administrative Agent (or one additional per affected party in the case of a conflict preventing only one local counsel acting), in each case acting jointly for the Lenders) and one consultant for the Administrative Agent and, after the occurrence and during the continuance of an actual Event of Default, counsel (limited to one local counsel in each relevant jurisdiction and, if necessary one bankruptcy counsel and one regulatory counsel, in each case to the Administrative Agent (or one additional per affected party in the case of a conflict of interest where preventing only one local counsel acting) in each case acting jointly for the Indemnitee affected by such conflict notifies Issuing Lenders, the Borrower Fronting Lender and the Lenders) for each of the existence Issuing Lenders, the Fronting Lender and the Lenders); (ii) pay and hold the Administrative Agent, the Security Agent, the Swingline Lender, the Fronting Lender, each of the Issuing Lenders, each Co-Collateral 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, the Security Agent, the Swingline Lender, the Fronting Lender, each of the Issuing Lenders, each Co-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, the Security Agent, the Swingline Lender, the Fronting Lender, such conflict Issuing Lender, such Co-Collateral Agent or such Lender) to pay such taxes; and thereafter retains (iii) indemnify the Administrative Agent (including without limitation in its own counsel, one additional conflicts counsel capacity as agent for the affected Indemnitees similarly situated Borrowers pursuant to Section 13.15), the Security Agent, the Swingline Lender, the Fronting Lender, each Co-Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, Affiliates, trustees and investment advisors (yeach, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Indemnified Costs”) 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, the Security Agent, the Swingline Lender, the Fronting Lender, any Co-Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party) related to the entering into and/or performance of this Agreement or any other Loan 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 Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (B) the fees and expenses actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor real property at any time owned, leased or consultantoperated 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, documented and invoiced fees, charges reasonable fees and disbursements of counsel and other consultant incurred in connection with any such advisor investigation, litigation or consultant, other proceeding (but solely excluding any Indemnified Costs to the extent that such consultant incurred by reason of the gross negligence or advisor has been retained with willful misconduct of the Borrower’s consent Indemnified Person (such consent not or its related parties) to be unreasonably withheld 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 delayed)hold harmless any Agent, the Swingline Lender, the Fronting Lender, 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 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. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent, the Security Agent and the Co-Collateral Agents for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs Borrowing Base and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loandeterminations thereunder.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs Borrowers jointly and the Transactions have been consummated, severally hereby agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of (x) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of one counsel for the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsand one regulatory counsel) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, incurred in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or any amendmentsconsent relating hereto or thereto, modifications or waivers of the provisions thereof Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement, (iiy) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and (z) 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 Joint Lead Arranger refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any Lenderinsolvency or bankruptcy proceedings; provided, including however, that in the feesabsence of conflicts, charges reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one counsel (and one local counsel in each relevant jurisdiction and one regulatory counsel, if applicable) for the Administrative Agent, the Joint Lead Arrangers Issuing Lenders and the Lenders, such counsel to be selected by the Administrative Agent; (ii) pay and hold the Administrative Agent, each of the Issuing Lenders (without duplication) (limitedand each of the Lenders harmless from and against any and all present and future stamp, in the case of (x) legal fees excise and expenses, other similar documentary taxes with respect to the reasonableforegoing matters and save the Administrative Agent, documented each of the Issuing Lenders and invoiced fees, charges each of the Lenders harmless from and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent reasonably attributable to the Administrative Agent, such Issuing Lender or such Lender as a result of the gross negligence or willful misconduct of such Person (as determined by a court of competent jurisdiction in a final and non-appealable decision)) to pay such taxes; and (iii) indemnify the Administrative Agent to be necessaryAgent, each Issuing Lender and each Lender, and each of their respective directors, officers, employees, advisors, agents, affiliates (including, without limitation, controlling persons), successors, partners, representatives, trustees and assignees (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including, without limitation, consequential damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including documented fees, disbursements, disbursements and other charges of one primary counsel and one local counsel in for each relevant material jurisdiction and, in the case of to such Indemnified Persons (unless there is an actual or perceived conflict of interest where or the Indemnitee affected by availability of different claims or defenses in which case each such conflict notifies the Borrower of the existence of such conflict and thereafter retains Person may retain its own counsel)) incurred by, one additional conflicts counsel for 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 affected Indemnitees similarly situated 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 (yb) the fees and expenses actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor Real Property at any time owned, leased or consultantoperated by the U.S. Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the U.S. Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the U.S. Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder), or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, provided that no Credit Party shall have any obligation hereunder to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely any Indemnified Person with respect to indemnified liabilities to the extent that such consultant or advisor it has been retained with determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the Borrower’s consent gross negligence or willful misconduct of such Indemnified Person; provided further that the liabilities arising solely pursuant to clause (such consent not to be unreasonably withheld or delayediii)(b) of this Section 13.01(a), shall not include any liabilities that would not have arisen but for the execution of this Agreement or any other Credit Document. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in connection with the enforcement or protection preceding sentence may be unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Borrowers jointly and expenses incurred during any legal proceeding, including any proceeding severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs Amendment and the Transactions have been consummatedRestatement Effective Date, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents, Lenders and to the extent Issuing Banks, taken as a whole, and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out‑of‑pocket costs and expenses of the Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any Insolvency or Liquidation Proceedings (limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel (to be retained by the Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies informs the Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent, each Issuing Bank and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 connection with the syndication of the credit facilities provided for hereinany way related to, and the preparationor by reason of, execution(a) any investigation, delivery and administration of the Loan Documents litigation or other proceeding (whether or not any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger Issuing Bank or any LenderLender 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 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 any way to any Real Property owned, leased or operated, at any time, by Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release 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 or liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for hereinnegotiation, and the preparation, executionsyndication, administration and execution and delivery and administration of the Loan Documents or any amendments, modifications or waivers and the documents and instruments referred to therein and the syndication of the provisions thereof and Commitments; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement any amendment, waiver or protection consent relating to any of any rights or remedies (A) in connection with the Loan Documents Documents; (including iii) all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, allocated costs of internal counsel); (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or negotiations resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may reasonably request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lead Arrangers, the Transactions have been consummatedLenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, administration and their respective Affiliates (execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without duplication) limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (which may include a single special counsel acting and the in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultantPersons, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedtaken as a whole)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and ; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lead Arrangers in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or any Lenderof the Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of one counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limitedLenders, in the case of (x) legal fees and expensestaken as a whole, to the reasonableand, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction andfor the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and Persons, taken as a whole)); (yiii) the fees and expenses of any other advisor or consultant, to the all reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or negotiations resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced in reasonable detail out-of-pocket costs and expenses incurred by of the Administrative AgentAgent (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, if reasonably necessary one special counsel in FCC matters) 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, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable and documented in reasonable detail fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, the Lenders, but limited to one counsel to the Administrative Agent and the Lenders taken as a whole and, if reasonably necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual conflict of interest between the Administrative Agent and the Lenders or among Lenders where the Indemnitee Lenders affected by such conflict notifies inform the Borrower of the existence of such conflict and thereafter retains its own counselconflict, one additional conflicts counsel for the in each relevant material jurisdiction to each group of affected Indemnitees Lenders similarly situated taken as a whole); and (yii) indemnify the Administrative Agent, each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors, (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented in reasonable detail attorneys’ and consultants’ fees and disbursements, but limited to one counsel to the Indemnified Persons taken as a whole and, if reasonably necessary, of one local counsel to the Indemnified Persons taken as a whole in any relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual conflict of interest between Indemnified Persons where the Indemnified Persons affected by such conflict inform the Borrower of such conflict, one additional counsel in each relevant material jurisdiction to each group of affected Indemnified Persons 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, (a) any investigation, litigation or other proceeding (whether or not the Administrative 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 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 fees and expenses actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor Real Property at any time owned, leased or consultantoperated by Holdings or any of its Restricted Subsidiaries, to the reasonablegeneration, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Restricted Subsidiaries, the non-compliance by Holdings or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder), or any Environmental Claim asserted against Holdings, any of its Restricted Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Restricted Subsidiaries, including, in each case, without limitation, the reasonable and documented and invoiced fees, charges in reasonable detail fees and disbursements of counsel and other consultants incurred in connection with any such advisor investigation, litigation or consultantother proceeding (but excluding any losses, but solely liabilities, claims, damages or expenses to the extent that incurred by reason of (a) the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Indemnified Persons, (b) a material breach of the obligations of such consultant Indemnified Person or advisor has been retained with any of its Related Indemnified Persons under this Agreement or any other Credit Document, or (c) any dispute among such Indemnified Person and other Indemnified Persons other than any claims against an Indemnified Person in its capacity or in fulfilling its role as the Borrower’s consent Administrative Agent or an Lead Arranger under any Facility and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (such consent not to be unreasonably withheld or delayedin the case of clauses (a) and (b), as determined by a court of competent jurisdiction in connection with a final and non-appealable decision). To the enforcement extent that the undertaking to indemnify, pay or protection hold harmless the Administrative Agent, or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any rights law or remedies (Apublic policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 12.01(a) in connection shall not apply with the Loan Documents (including all such costs and expenses incurred during respect to Taxes other than any legal proceedingTaxes that represent liabilities, including any proceeding under any Debtor Relief Laws)obligations, including its rights under this Section 11.01 or (B) in connection with the Loans made hereunderdamages, including all such outlosses, etc. arising from a non-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoanTax claim.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummatedwithin thirty (30) days of a written demand therefor, (ia) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates any Indemnified Person (without duplicationas defined below) (limited, in including the case of (x) legal fees reasonable and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and to the extent reasonably determined by the Administrative Agent to be (iii) if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single and one special counsel acting in multiple jurisdictions) each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (yb) the fees and expenses of any other advisor or consultantAgents shall be limited to one counsel and, to the reasonableif necessary, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), one local counsel in each caserelevant jurisdiction and one special counsel in each relevant specialty), in connection with the syndication of the credit facilities provided for hereinpreparation, and the preparationnegotiation, execution, delivery and administration of this Agreement and the Loan Documents other Credit Documents, the making of the Loans or any amendments, modifications or waivers of the provisions hereof or thereof and (iib) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, Indemnified Person (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent(and, the Joint Lead Arrangers and if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (without duplicationi) one counsel to such Indemnified Persons taken as a whole, (limited, ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (xiii) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local counsel in each relevant material jurisdiction and one special counsel in each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (yb) the fees Agents shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), one special counsel in each relevant specialty) in connection with the enforcement or protection of any its rights or remedies (A) in connection with this Agreement and the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)other Credit Documents, including its rights under this Section 11.01 12.1, or (B) in connection with the Loans made hereundertaking of any action that the Borrower is required, including all such out-of-pocket but has failed, to take under any Credit Document. All costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loancomplying with the provisions hereof are for the sole account of the Borrower unless explicitly stated herein to be for the account of another Person.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, Borrowers hereby agree to: (ia) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Collateral Agent (including the reasonable fees and disbursements of their counsel and, the Joint Lead Arrangers if reasonably necessary, maritime counsel and their respective Affiliates (without duplication) (limiteda 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 administration of this Agreement and the other 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, and each of the Agents and Lenders in connection with the enforcement of this Agreement and the other 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; and (xb) legal fees indemnify each Agent and expenseseach Lender, to and each of their respective Affiliates and Related Parties (each, an "Indemnified Party") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be one firm of counsel for all 104 such Indemnified Parties, taken as a whole, and, if necessary, one of a single firm of maritime counsel and a single firm of local counsel in each relevant material 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 Indemnitee Indemnified Party affected by such conflict notifies informs the Borrower of the existence Borrowers of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any claim, investigation, litigation or other proceeding (whether or not any Indemnified Party is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or any third party) related to the affected Indemnitees similarly situated and entering into and/or performance of this Agreement or any other Loan Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (yii) the fees and expenses actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor Vessel or consultantReal Property at any time owned, leased or operated by any of the Borrowers or any of their Restricted Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any of the Borrowers or any of their Restricted Subsidiaries at any location, whether or not owned, leased or operated by any of the Borrowers or any of their Restricted Subsidiaries, the noncompliance with Environmental Law (including applicable permits thereunder) applicable to any Vessel or Real Property at any time owned, leased, operated or occupied by any of the reasonableBorrowers or any of their Restricted Subsidiaries, documented and invoiced feesor any Environmental Claim related to any of the Borrowers or any of their Restricted Subsidiaries, charges and disbursements or any Vessel or Real Property at any time owned, leased, operated or occupied by any of such advisor the Borrowers or consultantany of their Restricted Subsidiaries, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation, claim or other proceeding, or any other liability or obligation under Environmental Law relating in any way to any of the Borrowers or any of their Restricted Subsidiaries; provided that no such Indemnified Party shall be indemnified for the Administrative Agentcosts, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonablelosses, documented and invoiced feesclaims, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and damages, penalties or liabilities (a) to the extent reasonably determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Administrative Agent to be necessaryfraud, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence gross negligence or willful misconduct of such conflict and thereafter retains its own counselIndemnified Party, one additional conflicts counsel for the affected Indemnitees similarly situated and (yb) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent resulting from a claim brought by the Parent or any of its Subsidiaries against such Indemnified Party for material breach in bad faith of such Indemnified Party's obligations hereunder, if the Parent or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary's favor on such claim, as determined by a court of competent jurisdiction or (c) to the extent resulting from a proceeding that does not involve an act or omission by the Parent, any of its Subsidiaries or any of their respective Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any agent in its capacity as, or in fulfilling its role as agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Indemnified Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the 105 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 shall such consultant Indemnified Party have any liability for any indirect, consequential, special or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), punitive damages in connection with or as a result of such Indemnified Party's activities related to this Agreement or the enforcement other Loan Documents. In no event shall the Borrowers have any liability to the Indemnified Parties for any indirect, consequential, special or protection of any rights or remedies (A) punitive damages in connection with or as a result of the Borrowers' activities relating to this Agreement or the other Loan Documents (including all such costs Documents, other than reimbursement, indemnity and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under contribution obligations set forth in this Section 11.01 10.01 relating to indirect, consequential, special or (B) in connection punitive damages for which an Indemnified Party is liable. This Section 10.01 shall not apply with the Loans made hereunderrespect to Taxes other than Taxes that represent losses, including all such outclaims, damages, etc., arising from any non-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoanTax claim.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs Amendment and the Transactions have been consummatedRestatement Effective Date, to: (i) pay all reasonable and documented out-of-pocket costs and expenses of the Agents (limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents, Lenders and Issuing Banks, taken as a whole, 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 of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents, each Issuing Bank and each Lender in connection with the Joint Lead Arrangers enforcement of this Agreement and their respective Affiliates (without duplication) 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 Liquidation Proceedings (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one primary counsel (to the extent reasonably determined be retained by the Administrative Agent Agent) to be all Agents, Xxxxxxx and Issuing Banks, taken as a whole, and, if reasonably necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies informs the Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent, each Issuing Bank and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 connection with the syndication of the credit facilities provided for hereinany way related to, and the preparationor by reason of, execution(a) any investigation, delivery and administration of the Loan Documents litigation or other proceeding (whether or not any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger Issuing Bank or any LenderLender 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 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 any way to any Real Property owned, leased or operated, at any time, by Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release 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 or liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs and the Transactions have been consummatedDate, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents, Lenders and to the extent Issuing Banks, taken as a whole, and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out‑of‑pocket costs and expenses of the Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any Insolvency or Liquidation Proceedings (limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel (to be retained by the Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies informs the Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent, each Issuing Bank and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 connection with the syndication of the credit facilities provided for hereinany way related to, and the preparationor by reason of, execution(a) any investigation, delivery and administration of the Loan Documents litigation or other proceeding (whether or not any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger Issuing Bank or any LenderLender 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 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 any way to any Real Property owned, leased or operated, at any time, by Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release 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 or liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or - 190 - operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lead Arrangers, the Transactions have been consummatedLenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, administration and their respective Affiliates (execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without duplication) limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (which may include a single special counsel acting and the in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultantPersons, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedtaken as a whole)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and ; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lead Arrangers in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or any Lenderof the Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of one counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limitedLenders, in the case of (x) legal fees and expensestaken as a whole, to the reasonableand, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction andfor the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and Persons, taken as a whole)); (yiii) the fees and expenses of any other advisor or consultant, to the all reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or negotiations resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loan.the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel

Payment of Expenses, etc. The Borrower Loan Parties shall pay, if the Closing Date occurs and the Transactions have been consummatedwithin fifteen (15) days of a written demand therefor, (ia) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates any Indemnified Person (without duplicationas defined below) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection associated with the syndication of the credit facilities provided for herein, facility and the preparation, execution, delivery and administration of the Loan Credit Documents and any amendment and waiver with respect thereto (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents, the issuance of offers of Autonomous Promise of Debt from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof or thereof and (iib) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by any Indemnified Person in connection with the Administrative Agent, any Joint Lead Arranger or any Lender, enforcement of the Credit Documents (including the documented fees, charges and disbursements of counsel for the Administrative Agent(and, the Joint Lead Arrangers and if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (without duplicationi) one counsel to such Indemnified Persons taken as a whole, (limited, ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (xiii) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local counsel in each relevant material jurisdiction and one special counsel in each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (yb) the fees an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), one special counsel in each relevant specialty) in connection with the enforcement or protection of any its rights or remedies (A) in connection with this Agreement and the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)other Credit Documents, including its rights under this Section 11.01 12.1, or (B) in connection with the Loans made hereundertaking of any action that any Loan Party is required, including all such out-of-pocket but has failed, to take under any Credit Document. All costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loancomplying with the provisions hereof are for the sole account of the Loan Parties unless explicitly stated herein to be for the account of another Person.

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees upon the occurrence of the Closing Date occurs and the Transactions have been consummated, to: pay (iwithout duplication) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limitedin connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other 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 case nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentof one special counsel, any Joint Lead Arranger or any Lender, including the fees, charges one consultant and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (yb) the fees and expenses issuance, amendment, or extension of any other advisor Letter of Credit or consultantdemand for or any payment (or non-payment) of any Letter of Credit, or (c) the actual or alleged presence of Materials of Environmental Concern at any Property; the generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, any of its Subsidiaries or any Property (collectively, the reasonable“Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or any Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates),, (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the enforcement or protection of any rights or remedies (A) in connection with the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummatedwithin fifteen days of a written demand therefor (together with backup documentation supporting such reimbursement request), (ia) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates any Indemnified Person (without duplicationas defined below) (limited, in including the case of (x) legal fees reasonable and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and to the extent reasonably determined by the Administrative Agent to be (iii) if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single and one special counsel acting in multiple jurisdictions) each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (yb) the fees and expenses of any other advisor or consultantan Agent shall be limited to one counsel and, to the reasonableif necessary, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), one local counsel in each caserelevant jurisdiction and one special counsel in each relevant specialty), in connection with the syndication of the credit facilities provided for hereinpreparation, and the preparationnegotiation, execution, delivery and administration of this Agreement and the Loan Documents other Credit Documents, the issuance of Checks from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof or thereof and (iib) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, Indemnified Person (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent(and, the Joint Lead Arrangers and if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (without duplicationi) one counsel to such Indemnified Persons taken as a whole, (limited, ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (xiii) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local counsel in each relevant material jurisdiction and one special counsel in each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (yb) the fees an Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), one special counsel in each relevant specialty) in connection with the enforcement or protection of any its rights or remedies (A) in connection with this Agreement and the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)other Credit Documents, including its rights under this Section 11.01 12.1, or (B) in connection with the Loans made hereundertaking of any action that any Loan Party is required, including all such out-of-pocket but has failed, to take under any Credit Document. All costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loancomplying with the provisions hereof are for the sole account of the Borrower unless explicitly stated herein to be for the account of another Person.

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees upon the occurrence of the Closing Date occurs and the Transactions have been consummated, to: pay (iwithout duplication) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limitedin connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other 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 case nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentof one special counsel, any Joint Lead Arranger or any Lender, including the fees, charges one consultant and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (yb) the fees and expenses actual or alleged presence of Materials of Environmental Concern at any other advisor Property; the generation, storage, transportation, handling or consultantdisposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, to any of its Subsidiaries or any Property (collectively, the reasonable“Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the enforcement or protection of any rights or remedies (A) in connection with the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, shall: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of (w) the Administrative Agent and the Lead Arrangers (including, without limitation, the reasonable fees and disbursements of White & Case LLP and Xxxxx & Singer LLP) in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (provided that payments in respect of legal fees and expenses shall be limited to reasonable and documented fees, disbursements and other charges of a single external counsel to the Administrative Agent, the Joint Lead Arrangers Arrangers, Issuing Lenders and each other Agent and their respective Affiliates (without duplication) (limitedAffiliates, in the case of (x) legal fees and expenses, an additional external counsel to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be (provided that the aggregate cost of both such external counsel is not unreasonably or materially greater than the cost of a single such external counsel would be) and if necessary, one firm of local or special counsel in each any relevant material jurisdiction to such Persons (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee person affected by such conflict notifies the Borrower of the existence informs you of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)), (x) each of the affected Indemnitees similarly situated Administrative Agent and the Lead Arrangers in connection with its syndication efforts with 100 respect to this Agreement, (y) each Issuing Lender and the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, Swingline Lender in connection with the syndication Back-Stop Arrangements entered into by such Persons and (z) during the continuation of an Event of Default, each of the credit facilities provided for hereinAdministrative Agent, the Lead Arrangers, the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the preparation, execution, delivery other Credit Documents and administration the documents and instruments referred to herein and therein (provided that payments in respect of the Loan Documents or any amendments, modifications or waivers of the provisions thereof legal fees and (ii) all expenses shall be limited to actual reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, disbursements and other charges of one counsel to and disbursements of counsel consultants for the Administrative Agent, the Joint Lead Arrangers Arrangers, the Issuing Lenders and the Lenders (without duplication) (limitedLenders, an additional external counsel to the Administrative Agent and if necessary, one local counsel in any relevant jurisdiction to such Persons, and in the case of a conflict of interest, one additional counsel to such Persons) in each case promptly following receipt of a reasonably detailed invoice therefor; and (xii) indemnify each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives, affiliates, advisors and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs and expenses (limited in the case of legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges of one counsel to each indemnitee, and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local or special counsel in each any relevant material jurisdiction to such Person (and, in the case of an actual or perceived conflict of interest where the Indemnitee person affected by such conflict notifies the Borrower of the existence informs you of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto) related to the affected Indemnitees similarly situated and entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit (yincluding any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such 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 the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries, or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable and documented fees and expenses disbursements of any other advisor or consultantcounsel (limited in the case of legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges of a single external counsel, and disbursements if necessary, one local or special counsel in any relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such advisor conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or consultantspecial counsel acting in multiple jurisdictions)) and other consultants incurred in connection with any such investigation, litigation or other proceeding 101 (but solely excluding any losses, liabilities, claims, damages or expenses to the extent that such consultant incurred by reason of the gross negligence or advisor has been retained with willful misconduct of, or material breach of its material obligations under this Agreement or any other Credit Document by, the Borrower’s consent (such consent not Indemnified Person to be unreasonably withheld 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 delayed), hold harmless any Agent or any Lender set forth in connection with the enforcement or protection preceding sentence is unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Borrower shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers and their respective Affiliates Collateral Agent (without duplication) (limited, in including the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP llp) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (provided that in the extent reasonably determined by case of this clause (i) only, the Borrower shall only be required to reimburse one counsel to the Administrative Agent to be necessary, and one firm of local counsel in each relevant material jurisdiction (in which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower or any of its Subsidiaries is organized as deemed reasonable and necessary by the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)Administrative Agent), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) after the occurrence of an Event of Default, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers Collateral Agent and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict Issuing Lenders and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), 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 protection in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and each of the Lenders); (iii) 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, 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, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors 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, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction 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 (Ab) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the Loan Documents extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any legal proceedingIssuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, including any proceeding the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (e) The Borrower shall pay, Loan Parties hereby jointly and severally agree to: (i) (A) if the Closing Date occurs and the Transactions have been consummatedoccurs, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates the Issuing Banks (without duplication) (limited, limited in the case of (x) legal fees and expenses, disbursements to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP and to the extent and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the case of an actual or reasonably perceived conflict of interest between the parties entitled to cost and expense reimbursement pursuant to this clause (i) where the Indemnitee parties affected by such conflict notifies provide written notice to the Lead Borrower of the existence of such conflict and thereafter retains its own counselconflict, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each caserelevant jurisdiction to each group of affected parties similarly situated, taken as a whole) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agent and the Joint Lead Arrangers in connection with their syndication efforts with respect to this Agreement and of the Agent and the Joint Lead Arrangers and each Lender in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit facilities arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (B) regardless of whether the Closing Date occurs, 152 pay, promptly upon written demand, all reasonable invoiced field examination costs and equipment, machinery and inventory appraisal costs (which, if performed by personnel of the Agent, shall be charged at a rate per day per person equal to the lesser of $1,000 and the rate that would be charged by such personnel on a per day per person basis for hereinsuch field examination); (ii) pay and hold each of the Agent, the Joint Lead Arrangers, each Lender and each Issuing Bank harmless from and against any and all Other Taxes with respect to the foregoing matters and hold harmless each of the Agent, the Joint Lead Arrangers and each Lender from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Joint Lead Arranger or such Lender) to pay such Other Taxes; and (iii) indemnify the Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and their respective Affiliates, and the preparationofficers, executiondirectors, delivery employees, agents, and administration advisors of each of the Loan Documents foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or any amendmentsremedial actions), modifications or waivers of the provisions thereof losses, damages, penalties, claims, actions, judgments, suits and (ii) all reasonable and documented and invoiced out-of-pocket costs expenses, 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 Joint Lead Arranger or any LenderLender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party) related to the entering into and/or performance of this Agreement or any other Loan Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by Parent or any of its Subsidiaries at any location, whether or not owned, leased or operated by Parent or any of its Subsidiaries; the non-compliance by Parent or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against Parent, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Parent or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for the Administrative Agentand other consultants incurred in connection with any such investigation, litigation or other proceeding (collectively, the Joint Lead Arrangers and “Indemnified Liabilities”); provided that the Lenders Indemnified Liabilities shall (without duplicationA) (limited, be limited in the case of (x) legal fees attorneys’ fees, disbursements and expensescharges, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent one firm of counsel for all such Indemnified Persons, taken as a whole, and, if reasonably determined by the Administrative Agent to be necessary, one special or local counsel in each relevant material jurisdiction (which may be a single counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or reasonably perceived conflict of interest between Indemnified Persons where the Indemnitee Indemnified Persons affected by such conflict notifies provide written notice to the Lead Borrower of the existence of such conflict and thereafter retains its own counselconflict, one additional conflicts counsel for the in each relevant jurisdiction to each group of affected Indemnitees Indemnified Persons similarly situated situated, taken as a whole and (yB) the fees and exclude, in each case, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely (i) to the extent that arising out of or resulting from the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such consultant Indemnified Person or advisor has been retained with the Borrower’s consent any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors (such consent not to be unreasonably withheld or delayedin each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), in connection with (ii) to the enforcement extent arising out of or protection resulting from any material breach of the obligations of such Indemnified Person, any rights Affiliate of such Indemnified Person or remedies (A) in connection with any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors under this Agreement or the other Loan Documents (including all such costs in each case, as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 153 non-appealable decision) or (Biii) to the extent arising out of or resulting from any dispute among Indemnified Persons that does not involve or arise from an act or omission by the Loan Parties or any of their respective Affiliates and is brought by an Indemnified Person against any other Indemnified Person (other than claims against the Agent, any Joint Lead Arranger or any other agent in connection with its capacity as such or in its fulfilling such role). To the Loans made hereunderextent that the undertaking to indemnify, including all such out-of-pocket costs pay or hold harmless the Agent, any Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Loan Parties shall make the maximum contribution to the payment and expenses incurred during any workout, restructuring or negotiations in respect satisfaction of such Loaneach of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees upon the occurrence of the Closing Date occurs and the Transactions have been consummated, to: pay (iwithout duplication) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of Table of Contents the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limitedin connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other 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 case nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentof one special counsel, any Joint Lead Arranger or any Lender, including the fees, charges one consultant and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (yb) the fees and expenses actual or alleged presence of Materials of Environmental Concern at any other advisor Property; the generation, storage, transportation, handling or consultantdisposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, to any of its Subsidiaries or any Property (collectively, the reasonable“Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to Table of Contents the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the preceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the enforcement or protection of any rights or remedies (A) in connection with the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent, the Joint Lead Arrangers ’s other counsel and their respective Affiliates (without duplicationconsultants) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or any amendmentsconsent relating hereto or thereto, modifications or waivers of the provisions thereof Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons (provided that the Borrower shall only be liable for the fees and disbursements of one counsel in connection with the initial preparation, execution and delivery of this Agreement and syndication efforts in respect thereof, and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders (and their respective Affiliates) harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, the Syndication Agents, the Documentation Agents, the Joint Lead Arrangers, the Joint Lead Bookrunners, each Issuing Lender, each Lender and each of their respective Affiliates, and each of their and their Affiliates’ respective officers, directors, employees, representatives, agents, affiliates, members, partners, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and documented consultants’ fees and invoiced out-disbursements) incurred by, imposed on or assessed against any of them as a result of-pocket costs and expenses incurred , or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Syndication Agent, any Documentation Agent, any Joint Lead Arranger Arranger, any Joint Lead Bookrunner, any Issuing Lender or any LenderLender 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 Release or threatened Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the feesBorrower, charges any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel for 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, the any Syndication Agent, any Documentation Agent, any Joint Lead Arrangers and the Lenders (without duplication) (limitedArranger, any Joint Lead Bookrunner, any Issuing Lender or any Lender or any other Person set forth in the case preceding sentence may be unenforceable because it is violative of (x) legal fees and expensesany law or public policy, the Borrower shall make the maximum contribution to the reasonable, documented payment and invoiced fees, charges and disbursements satisfaction of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers and their respective Affiliates Collateral Agent (without duplication) (limited, in including the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (provided that in the extent reasonably determined by case of this clause (i) only, the Borrower shall only be required to reimburse one counsel to the Administrative Agent to be necessary, and one firm of local counsel in each relevant material jurisdiction (in which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower or any of its Subsidiaries is organized as deemed reasonable and necessary by the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)Administrative Agent), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) after the occurrence of an Event of Default, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers Collateral Agent and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict Issuing Lenders and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), 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 protection in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and each of the Lenders); (iii) 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, 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, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors 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, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction 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 (Ab) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the Loan Documents extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any legal proceedingIssuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, including any proceeding the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees to: (a) whether or not the Closing Date occurs and the Transactions have been transactions herein contemplated are consummated, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by (including Expenses) of (i) the Administrative AgentAgent and the Collateral Agent (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxx & Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, Agent’s and Collateral Agent’s one firm of local counsel in each relevant material applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictionsif applicable) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies UK Security Documents to be executed in connection with the Borrower of the existence of such conflict and thereafter retains its own counselClosing Date, one additional conflicts counsel for the affected Indemnitees similarly situated local counsel, and (y) consultants and the fees and expenses of any other advisor or consultant, in connection with the appraisals and collateral examinations required pursuant to Section 9.01(l)) and (ii) to the reasonableextent the Sound Point Lenders independently constitutes the Required Lenders, documented and invoiced feesthe Sound Point Lenders (including, charges without limitation, the reasonable fees and disbursements of such advisor or consultantMilbank LLP and one local counsel in each applicable jurisdiction (if applicable), but solely which shall be the same local counsel as local counsel to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), Administrative Agent and Collateral Agent in each caseapplicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto and the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any amendments, modifications refinancing or waivers restructuring of the provisions thereof and credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (ii) all including, in each case, without limitation, the reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges fees and disbursements of counsel and consultants for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expensesCollateral Agent and, to the reasonableextent the Sound Point Lenders independently constitutes the Required Lenders, documented the Sound Point Lenders, and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and invoiced feesLenders); (b) pay and hold the Administrative Agent, charges the Collateral Agent, each of the Issuing Lenders and disbursements each of Xxxxxx Xxxxxx & Xxxxxxx LLP 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 reasonably determined by attributable to the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (c) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements and all fees, expenses and costs incurred by any Indemnified Person in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not he Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transaction contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents (including without limitation any amount payable by an Agent to be necessarya bank under a control agreement, one local counsel in each relevant material jurisdiction andincluding any amount for fees, in expenses or indemnification of the case bank), or (ii) any actual or alleged presence or Release of an actual conflict of interest where the Indemnitee affected Hazardous Materials on any property currently or formerly owned or operated by such conflict notifies any Parent Guarantor, the Borrower or any of their Subsidiaries, or any Environmental Claim related in any way to any Parent Guarantor, the existence Borrower, any of such conflict and thereafter retains its own counseltheir Subsidiaries or any Real Property at any time owned, one additional conflicts counsel for leased or operated by any Parent Guarantor, the affected Indemnitees similarly situated and (y) the fees and expenses Borrower or any of their Subsidiaries, provided that indemnity shall not, as to any other advisor or consultantIndemnified Person, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely be available to the extent that such consultant losses, claims, damages, liabilities, penalties or advisor has been retained related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted primarily from (1) the gross negligence, bad faith or willful misconduct of such Indemnified Person or (2) a material breach of the obligations under this Agreement of such Indemnified Person or any of such Indemnified Person’s Affiliates or of any of its or their respective officers, directors, employees, agents, advisors or other representatives of the foregoing under this Agreement to the extent caused by such Indemnified Person’s gross negligence, bad faith or willful misconduct or (y) result from any proceeding (other than a proceeding by or against the Administrative Agent or the Collateral Agent acting in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnified Persons not arising from any act or omission of a Loan Party or any of its Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall 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, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transaction contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the Borrowerother Loan Documents or the transaction contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s consent gross negligence or willful misconduct (such consent not as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrower agrees to be unreasonably withheld or delayed)reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs Borrowing Base and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loandeterminations thereunder.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) subject to the limitations set forth in the Commitment Letter and the Amendment No. 1 Engagement Letter (to the extent they are applicable), pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Issuing Lenders, the Swingline Lender, the Collateral Agent, the Joint Lead Arrangers and their respective Affiliates the Amendment No. 1 Lead Arrangers (without duplication) (limited, limited in the case respect of (x) legal fees costs and expenses, expenses to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined a single counsel selected by the Administrative Agent to be necessary, one firm and of local counsel in each relevant material jurisdiction (which may include a single local and special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplicationAmendment No. 1Issuing Lenders, the Swingline Lender, the Collateral Agent, the Joint Lead Arrangers in each relevant jurisdiction) (limitedand, in the case of (x) legal fees and expensesan actual or perceived conflict of interest, a single additional counsel in each relevant jurisdiction to the reasonableaffected Lendersparties, documented taken as a whole) in connection with the syndication of the Facilities or preparation, execution, delivery and invoiced feesadministration of this Agreement, charges any Letters of Credit issued hereunder, and disbursements the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, maintenance or protection of Xxxxxx Xxxxxx & Xxxxxxx LLP any security interest or consent relating hereto or thereto and to enforcement or protection of rights in connection with this Agreement and the extent reasonably determined by other Loan Documents, including its rights under this Section 13.1, of the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and their respective Affiliates in connection with its or their syndication efforts with respect to be necessarythis Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Administrative Agent, the Collateral Agent, each of the Issuing Lenders, the Swingline Lender and each of the other Lenders in connection with the enforcement of this Agreement, any Loans or Letters of Credit issued hereunder, and the other 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 (limited in respect of legal costs and expenses to, in each case, the reasonable out-of-pocket costs and expenses of one special counsel and one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (and, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lendersparties, taken as a whole)); and (ii) pay and hold the Administrative Agent, the Collateral Agent, the Swingline Lender, the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers,and each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, the Collateral Agent, the Swingline Lender, the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers, and 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, the Swingline Lender, such Issuing Lender or such Lender) to pay such taxes. The Borrower hereby agrees to indemnify the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers, the Administrative Agent, the Collateral Agent, the Swingline Lender, each Issuing Lender, each Lender and each of their respective Related 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 (including any claims brought against any Indemnified Person by a third party, a Loan Party, any Affiliate or equity holder of a Loan Party or any director or officer or creditor thereof), actions, judgments, suits, investigations, costs, expenses and disbursements (including any prospective claim, suit, action or investigation) (limited in respect of legal costs and expenses to reasonable and documented out-of-pocket fees for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local and special counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for anythe affected Lendersparties , taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding related to the affected Indemnitees similarly situated and entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions, the Amendment No. 1 Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents or (yb) the fees and expenses actual or alleged presence of Materials of Environmental Concern at any other advisor Property; the generation, storage, transportation, handling or consultantdisposal of Materials of Environmental Concern by Holdings, the Borrower or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with or liability under any Environmental Law (including applicable permits thereunder) applicablerelating to Holdings, its Subsidiaries or any Property; or any related claim asserted against Holdings, the reasonableBorrower any of its Subsidiaries or any Property; provided that no Indemnified Person will be indemnified under this Section 13.1 for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Relatedcontrolled Affiliates or controlling Persons (provided thatand their respective officers, directors, employees, managers or members and in the case of an agent, representative or advisor, such Person was acting at the instruction of such Indemnified Person), a material breach under this Agreement or any other Loan Document by any such personsPersons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers, the Administrative Agent, the Collateral Agent or any, the Swingline Lender or any Issuing Lender in such capacity or involving any act or omission by the BorrowerHoldings or any of its affiliatesAffiliates), (ii) any settlement entered into by such personPerson without the Borrower’s written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed), but if settled with the Borrower’s consent, or if there is a judgment against an Indemnified Person in any such claim, investigation, litigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above, (iii) without limiting any other provision of this Agreement (including Section 5.5), any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person that are provided for in Section 2.11. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. To the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Loan Parties’ indemnification obligations to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which such IndemniteeIndemnified Person is entitled to indemnification hereunder. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the enforcement or protection use by unintended recipients of any rights information or remedies (A) other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon-appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. The Parent Borrower shall agrees to pay, if the Closing Date occurs and the Transactions have been consummatedupon presentation of a summary statement, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers Collateral Agent and their respective Affiliates the LC Issuers (without duplication) (limited, and in the case of clause (xiv) below, the Lenders) in connection with: (i) the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments (including reasonable due diligence expenses, reasonable syndication expenses, reasonable travel expenses and reasonable legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one transaction counsel for the Administrative Agent to be Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably necessary, of one firm of local counsel in each relevant material jurisdiction and one regulatory counsel); (which may include ii) any amendment, modification (including any joinder and supplement) or waiver relating to any of the Loan Documents requested by the Parent Borrower; (iii) creating and perfecting Liens in favor of the Administrative Agent and/or Collateral Agent, for the benefit of Secured Creditors; (iv) the exercise of remedies under Section 8.02 (including the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Lenders, taken as a single special counsel acting in multiple jurisdictions) whole, and, if reasonably necessary, of one local counsel in each relevant jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterests, one additional conflicts counsel for the in each relevant jurisdiction to each group of affected Indemnitees Lenders similarly situated situated, taken as a whole); and (yv) upon the fees and expenses exercise of any other advisor or consultantremedies under Section 8.02, to all the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket actual costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, (including the fees, charges expenses and disbursements of counsel for the Administrative Agent(including allocated costs of internal counsel) and of any appraisers, the Joint Lead Arrangers consultants, advisors and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined agents employed or retained by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect exercise of such Loanremedies.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummatedwithin fifteen days of a written demand therefor, (ia) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates any Indemnified Person (without duplicationas defined below) (limited, in including the case of (x) legal fees reasonable and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to the extent reasonably determined by Lender shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the Administrative Agent case of any conflict of interest, additional counsel to be each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (iii) if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single and one special counsel acting in multiple jurisdictions) each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedIndemnified Persons)), in each case, in connection with the syndication of the credit facilities provided for hereinpreparation, and the preparationnegotiation, execution, delivery and administration of this Agreement and the other Credit Documents, the making of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof and (iib) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, Indemnified Person (including the reasonable and documented fees, charges and disbursements of counsel for (and, if necessary, local and/or special counsel), except that any reimbursement obligation to the Administrative AgentLender shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, the Joint Lead Arrangers and the Lenders (without duplicationii) (limited, in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (xiii) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local counsel in each relevant material jurisdiction and one special counsel in each relevant specialty (and, in the case of an actual any conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts local counsel for the affected Indemnitees and one additional special counsel, as applicable, to each group of similarly situated and (yIndemnified Persons) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any its rights or remedies (A) in connection with this Agreement and the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)other Credit Documents, including its rights under this Section 11.01 11.1, or (B) in connection with the Loans made hereundertaking of any action that the Borrower is required, including all such out-of-pocket but has failed, to take under any Credit Document. All costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loancomplying with the provisions hereof are for the sole account of the Borrower unless explicitly stated herein to be for the account of another Person.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, Borrowers hereby agree to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsand one regulatory counsel) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration (including, without limitation, the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement or receipt of funds) of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration of the Loan Documents or any amendmentsCredit Events and Commitments, modifications or waivers the perfection and maintenance of the provisions thereof Liens securing the Collateral and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, and each of the Administrative Agent and the Lenders in connection with the enforcement of, or protection of their rights under, this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or ​ ​ restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (limited to one additional counsel for all such parties, taken as a whole, one local counsel for all such parties, taken as a whole, in each relevant material jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interests among such parties, one additional counsel in each relevant jurisdiction to each group of affected parties similarly situated, taken as a whole); (ii) pay all (A) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Credit Party, (B) reasonable and documented and invoiced out-of-pocket costs field examination, appraisal, and valuation fees and expenses incurred by of the Administrative Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in Section 4.6 of this Agreement, plus a per diem charge at the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel ’s then standard rate for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, ’s examiners in the case field and office (which rate as of the Effective Date is $1,000 per person per day), and a one-time charge at the Administrative Agent’s then standard rate for the establishment of electronic collateral reporting systems, and (xC) legal fees and expenses, to the reasonable, documented and invoiced reasonable fees, charges charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time charged by the Issuing Lender or incurred or charged by Issuing Lender in respect of Letters of Credit and reasonable and documented out-of-pocket fees, costs, and expenses charged by the Issuing Lender or incurred or charged by Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective Related Parties (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable out-of-pocket fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessaryone primary counsel, one local counsel in each relevant material jurisdiction and, solely in the case of an actual a conflict of interest where as determined by the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselIndemnified Person, one additional conflicts counsel for in each applicable jurisdiction to the affected Indemnitees similarly situated Indemnified Person, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (A) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party, their respective equityholders, Affiliates, creditors or any other third person) related to the entering into and/or performance of this Agreement or any other Credit Document or the 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, duties or remedies provided herein or in the other Credit Documents (yincluding the performance by the Administrative Agent of its duties under Section 12.15), or (B) the fees and expenses actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor Real Property at any time owned, leased or consultantoperated by the Administrative Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Administrative Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, the non-compliance by the Administrative Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim, asserted against the reasonableAdministrative Borrower, documented and invoiced feesany of its Restricted Subsidiaries or any Real Property at any time owned, charges leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such advisor investigation, litigation or consultantother proceeding; provided, but solely that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)liabilities, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceedingobligations, including any proceeding under any Debtor Relief Laws)actual losses, including its rights under this Section 11.01 or (B) in connection with the Loans made hereunderdamages, including all such penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach ​ ​ of its obligations under the Credit Documents by such Indemnified Person or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction and (z) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in its capacity or in fulfilling its role as the Administrative Agent or other similar role hereunder and under any of the other Credit Documents (other than claims arising out of any act or omission of the Administrative Borrower or any of its Restricted Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 12.01, so long as no Event of Default exists and is continuing, any payments required under this clause (a) shall be due thirty (30) days after receipt of a detailed invoice for such costs and expenses incurred during expenses. Notwithstanding anything to the contrary, this Section 12.01 shall not apply with respect to Taxes other than any workoutTaxes that represent losses, restructuring or negotiations in respect of such Loanclaims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers and their respective Affiliates Collateral Agent (without duplication) (limited, in including the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (provided that in the extent reasonably determined by case of this clause (i) only, the Borrower shall only be required to reimburse one counsel to the Administrative Agent to be necessary, and one firm of local counsel in each relevant material jurisdiction (in which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of its Subsidiaries is organized as deemed reasonable and necessary by the provisions thereof and Administrative Agent); (ii) after the occurrence of an Event of Default, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers Collateral Agent and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict Issuing Lenders and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), 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 protection in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and each of the Lenders); (iii) 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, 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, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors, 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, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction 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 (Ab) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the Loan Documents extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any legal proceedingIssuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, including any proceeding the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs Amendment and the Transactions have been consummatedRestatement Effective Date, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents, Lenders and to the extent Issuing Banks, taken as a whole, and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out‑of‑pocket costs and expenses of the Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any Insolvency or Liquidation Proceedings (limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel (to be retained by the Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies informs the Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); and (yiii) indemnify each Agent, each Issuing Bank and each Lender and their respective Affiliates, and the fees partners, shareholders, officers, directors, employees, agents, trustees, representatives and expenses investment advisors of any other advisor or consultant, to each of the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))foregoing, in each case, together with their respective successors and assigns (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 connection with the syndication of the credit facilities provided for hereinany way related to, and the preparationor by reason of, execution(a) any investigation, delivery and administration of the Loan Documents litigation or other proceeding (whether or not any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger Issuing Bank or any LenderLender 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 - 188 - Credit Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials relating in any way to any Real Property owned, leased or operated, at any time, by Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release 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 or liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and invoiced out-of- 119 pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Joint Lead Arrangers (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (ii) all reasonable and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent in connection with any amendment, waiver or consent relating to any of the Joint Lead Arrangers Loan Documents, including all out-of-pocket expenses and their respective Affiliates (without duplication) legal fees of counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (which may include a single special counsel acting and the in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and Persons)); (yiii) the fees and expenses of any other advisor or consultant, to the all reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (without duplicationother than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction and, for the Administrative Agent and the Lenders (and the in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated Persons)) ; (vi) all the actual, reasonable and (y) the fees documented out-of-pocket costs and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges expenses and disbursements of such advisor any external auditors, accountants, consultants or consultantappraisers; and (vii) all the actual, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs reasonable and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket costs and expenses incurred during (including the reasonable and documented fees, expenses and disbursements of external counsel and of any workoutexternal appraisers, restructuring consultants, advisors and agents employed or negotiations retained by the Administrative Agent and its counsel) in respect connection with the custody or preservation of such Loanany of the Collateral.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, hereby agrees to: (i) pay within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request, all reasonable and documented and or invoiced out-of-pocket costs and expenses incurred by (a) of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates Agent (without duplication) (limited, limited in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and or invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent one primary outside counsel and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material appropriate jurisdiction to the Administrative Agent, Joint Lead Arrangers and Lenders, taken as a whole, and in the case of any other advisor or consultant, solely to the extent that the Borrower has consented to the retention of such person) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, Joint Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility, including any syndication of any amendment, waiver, consent or other modification of the Loan Documents, including the reasonable fees, disbursements and other charges of counsel (limited in the case of legal fees to the reasonable and documented or invoiced fees, disbursements and other charges of one primary outside counsel and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction to the Administrative Agent, Joint Lead Arrangers and Lenders, taken as a whole, and in the case of any other advisor or consultant, solely to the extent that the Borrower has consented to the retention of such person) and (c) of the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal fees, in the case of each of clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out-of-pocket costs and expenses of one primary counsel for the Administrative Agent, Joint Lead Arrangers, the Lenders and their respective Affiliates (taken as a whole), and one firm of local counsel in each appropriate jurisdiction (and in the event of any actual or perceived conflict of interest, one additional primary counsel for such affected parties taken as a whole)); and (ii) indemnify the Administrative Agent, each Joint Lead Arranger, each Lender and their Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (limited in the case of legal fees to the reasonable and documented or invoiced fees and expenses of one counsel for all Indemnified Persons and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, )); provided that in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies notified to the Borrower of the existence of by any Indemnified Person, such conflict and thereafter retains its own counsel, one additional conflicts counsel indemnity for the affected Indemnitees similarly situated and (y) the fees and expenses shall extend to one additional primary counsel and one local counsel for such Indemnified Persons taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, any Joint Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other advisor or consultant, third person) related to the reasonableentering into and/or performance of this Agreement, documented and invoiced feesany other Loan Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, charges (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated by Holdings or any of its Subsidiaries, (c) the Release, generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, (d) the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any Environmental Claim asserted against Holdings or any of its Subsidiaries with respect to any Real Property currently or formerly owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of such advisor counsel and other consultants incurred in connection therewith; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or consultant, but solely expense to the extent that it has resulted from (w) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its officers, directors, managers, employees or controlled Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) any settlement entered into by such Indemnified Person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed)) (but if settled with the Borrowers’ written consent or if there is a final judgment against such Indemnified Person in any such claim, investigation, litigation or other proceeding, such Indemnified Person will be indemnified in accordance with this Section 12.01), (y) a material breach of its obligations under this Agreement or any other Loan Document by any such persons or one of its controlled Affiliates (as determined in each casea final non-appealable judgment of a court of competent jurisdiction) or (z) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent or the Joint Lead Arrangers or any other agent or co-agent (if any) (and solely in the case of a co-agent, solely in connection with the its syndication of the credit facilities provided for herein, Term Facility) that a court of competent jurisdiction has determined in a final and the preparation, execution, delivery and administration non-appealable decision did not involve actions or omissions of any Affiliate of Holdings or its Subsidiaries. None of the Loan Documents or any amendmentsBorrower, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative AgentGuarantors, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers Arrangers, any Lender, or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the Transaction, the Term Facility, the Closing Date Commitment Letter or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Loan Party. To the Lenders extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 12.01 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents and any Auction Manager appointed pursuant to this Agreement. To the full extent permitted by applicable law, each of the Borrower, the Guarantors, the Administrative Agent, the Joint Lead Arrangers, any Lender, or any of their respective Affiliates or any other Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective Affiliates, on any theory of liability, for special, indirect, consequential (without duplicationincluding lost profits), exemplary, punitive or incidental damages (as opposed to direct or actual damages) (limitedarising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the case transactions contemplated hereby or thereby, any Loan or the use of (x) legal fees the proceeds thereof; provided that nothing contained in this sentence shall limit the indemnity and expensesreimbursement obligations set forth in this Section 12.01 of any Loan Party. 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, to electronic or other information transmission systems in connection with this Agreement or the reasonableother Loan Documents or the transactions contemplated hereby or thereby, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and except to the extent reasonably 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). No Loan Party, Permitted Holder nor any of their respective Affiliates will, without the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower prior consent of the existence of such conflict and thereafter retains its own counselrelevant Indemnified Person, one additional conflicts counsel for settle, compromise, consent to the affected Indemnitees similarly situated and (y) the fees and expenses entry of any other advisor judgment in or consultant, otherwise seek to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including terminate any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of which indemnification may be south pursuant to this Section 12.01 (irrespective of whether such Loan.Indemnified Person is party thereto) unless such settlement, compromise, consent or termination (a) includes an unconditional release of each relevant Indemnified Person from all liability arising out of or directly and indirectly relating thereto and (b) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person. 158

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees upon the occurrence of the Closing Date occurs and the Transactions have been consummated, to: pay (iwithout duplication) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limitedin connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other 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 case nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentof one special counsel, any Joint Lead Arranger or any Lender, including the fees, charges one consultant and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (yb) the fees and expenses actual or alleged presence of Materials of Environmental Concern at any other advisor Property; the generation, storage, transportation, handling or consultantdisposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, to any of its Subsidiaries or any Property (collectively, the reasonable“Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the proceedingpreceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the enforcement or protection of any rights or remedies (A) in connection with the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Arrangers (limited to the reasonable, and documented or invoiced, out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative AgentArrangers, the Joint Lead Arrangers LC Issuers and the Lenders (without duplication) (limitedtaken as a whole, in the case of (x) legal fees and expensesand, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, of one local counsel in each relevant material jurisdiction and, in the case event of an any actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for the affected Indemnitees each group of Lenders and Administrative Agent similarly situated and taken as a whole); (yii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent in connection with any workoutamendment, restructuring waiver or negotiations consent relating to any of the Loan Documents, including all out-of-pocket expenses and legal fees of counsel; (iii) all costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and the Lenders and limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant material jurisdiction and, in the event of any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article ‎III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loan.the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral. 133

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees upon the occurrence of the Closing Date occurs and the Transactions have been consummated, to: pay (iwithout duplication) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limitedin connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other 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 case nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))including, in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentof one special counsel, any Joint Lead Arranger or any Lender, including the fees, charges one consultant and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (yb) the fees and expenses actual or alleged presence of Materials of Environmental Concern at any other advisor Property; the generation, storage, transportation, handling or consultantdisposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, to any of its Subsidiaries or any Property (collectively, the reasonable“Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, documented and invoiced fees, charges and disbursements of such advisor expense or consultant, but solely liability to the extent that determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such consultant Indemnified Person or advisor has been retained with any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. Without limiting the indemnification obligations of the proceeding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the enforcement or protection of any rights or remedies (A) in connection with the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (including all such costs as determined by a court of competent jurisdiction in a final and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsnon appealable decision), including its rights under this . This Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such Loansections.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lead Arrangers, the Transactions have been consummatedLenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, administration and their respective Affiliates (execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without duplication) limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be Agent, the Lead Arrangers and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders (which may include a single special counsel acting and the in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedPersons)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and ; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lead Arrangers in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or any Lenderof the Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of one counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limitedand, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction andfor the Administrative Agent, the Lead Arrangers and the Lenders (and the in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and Persons)); (yiii) the fees and expenses of any other advisor or consultant, to the all reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including, without limitation, the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or negotiations resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower shall pay, if hereby agrees to: (a) whether or not the Closing Date occurs and the Transactions have been transactions herein contemplated are consummated, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by (including Expenses) of the Administrative AgentAgent and the Syndication Agent (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx White & Xxxxxxx Case LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one (1) local law firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsif applicable) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated consultants and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of appraisals and collateral examinations delivered prior to the credit facilities provided for herein, and Restatement Effective Date required pursuant to Section 9.01(l)) in connection with the preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Syndication Agent and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and each Issuing Lender in connection with the Letter of Credit Back Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Administrative Agent, the Syndication Agent, 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 one (1) primary counsel and one (1) local law firm in each relevant jurisdiction (if applicable) and consultants for the Administrative Agent and the Syndication Agent and, after the occurrence of an Event of Default, one (1) counsel for the group of Issuing Lenders and Lenders and solely, in case of a conflict of interest as determined by the affected Person, one (1) additional counsel in the applicable jurisdiction to the affected Person); (b) pay and hold the Administrative Agent, the Syndication 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 Syndication 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 (c) indemnify each Lead Arranger, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not the Lead Arrangers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co- Documentation Agents, any Issuing Lender or any amendmentsLender is a party thereto and whether or not such investigation, modifications litigation or waivers 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 provisions thereof and 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 (ii) all the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by 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 documented disbursements of counsel and invoiced out-of-pocket costs and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the 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 Joint Lead Arranger Issuing Lender or any Lender, including Lender set forth in the fees, charges and disbursements preceding sentence may be unenforceable because it is violative of counsel for the Administrative Agentany law or public policy, the Joint Lead Arrangers 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 full extent permitted by applicable law, each of Holdings and the Lenders Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (without duplicationas opposed to direct or actual damages) (limitedarising 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 case transactions contemplated hereby or thereby, any Loan, Letter of (x) legal fees and expensesCredit 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, to electronic or other information transmission systems in connection with this Agreement or the reasonableother Credit Documents or the transactions contemplated hereby or thereby, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and except to the extent reasonably the liability of such Indemnified Person results from such Indemnified Person’s bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non- appealable decision). In addition, the Borrower agrees to reimburse the Administrative Agent to be necessaryand the Syndication Agent for all reasonable third party administrative, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict audit and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and monitory expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), incurred in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs Borrowing Base and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loandeterminations thereunder.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lead Arrangers, the Transactions have been consummatedLenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, administration and their respective Affiliates (execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without duplication) limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of (x) legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one counsel for the Administrative Agent to be Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (which may include a single special counsel acting and the in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultantPersons, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedtaken as a whole)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and ; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent and the Lead Arrangers in connection with any amendment, waiver or consent relating to any Joint Lead Arranger or any Lenderof the Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of one counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limitedLenders, in the case of (x) legal fees and expensestaken as a whole, to the reasonableand, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction andfor the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in the case of an actual or reasonably perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel for the affected Indemnitees similarly situated and Persons, taken as a whole)); (yiii) the fees and expenses of any other advisor or consultant, to the all reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein, restructuring including the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or negotiations resulting from any 223 delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. (a) The Borrower shall payCredit Parties hereby jointly and severally agree, if from and after the Closing Date occurs and the Transactions have been consummatedDate, to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) Agents (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one primary counsel to the extent all Agents and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents, the Issuing Banks and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, 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 case of an actual or perceived conflict of interest where the Indemnitee any Indemnified Person affected by such conflict notifies the informs Lead Borrower of the existence such conflict, of such conflict and thereafter retains its own counsel, one a single additional conflicts firm of counsel in each relevant jurisdiction for the affected Indemnitees all similarly situated affected Indemnified Persons); (iii) pay and (y) the fees hold each Agent, each Issuing Bank and expenses of each Lender harmless from and against any other advisor or consultant, and all Other Taxes with respect to the reasonable, documented foregoing matters and invoiced fees, charges save each Agent and disbursements of such advisor each Lender harmless from and against any and all liabilities with respect to or consultant, but solely resulting from any delay or omission (other than to the extent that attributable to such consultant Agent, such Lender or advisor has been retained with the Borrower’s consent Lead Arranger) to pay such Other Taxes; and (such consent not to be unreasonably withheld or delayed))iv) indemnify each Agent, each Lead Arranger, each Issuing Bank and each Lender and their respective Affiliates and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing, in each case, together with their respective successors and assigns of any persons constituting “Indemnified Persons” (each, an “Indemnified Person”) from and hold each of them harmless upon its written demand 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 connection with any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any 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 syndication entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents Transaction or any amendmentsother 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, modifications or waivers (b) the actual or alleged presence of Hazardous Materials relating in any way to any Real Property owned, leased or operated, at any time, by Lead Borrower or any of its Subsidiaries; the provisions thereof and generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by Lead Borrower or any of its Subsidiaries; the non-compliance by Lead Borrower or any of its Subsidiaries with any Environmental Law (iiincluding applicable permits thereunder) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agentapplicable to any Real Property; or any Environmental Claim or liability under Environmental Laws relating in any way to Lead Borrower, any Joint of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by Lead Arranger Borrower or any Lenderof its Subsidiaries, including including, in each case, without limitation, the fees, charges reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the Administrative Agentcomparative, contributory or sole negligence of the Joint Lead Arrangers Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the Lenders 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 (without duplicationi) to the extent incurred by reason of the gross 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, (limited, ii) to 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 (xi) legal fees and expenses(ii), to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably as determined by the Administrative 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 to be necessary, one local counsel or Lead Arranger solely in each relevant material jurisdiction and, its capacity as such or in the case of an actual conflict of interest where the Indemnitee affected by its fulfilling such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to role)). To the extent that such consultant the undertaking to indemnify, pay or advisor has been retained with hold harmless any Agent or any Lender or other Indemnified Person set forth in the Borrower’s consent (such consent not to preceding sentence may be unreasonably withheld or delayed), in connection with the enforcement or protection unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall pay, if Borrowers hereby jointly and severally agree to: (a) whether or not the Closing Date occurs and the Transactions have been transactions herein contemplated are consummated, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by (including Expenses) (i) of the Administrative Agent (including, without limitation, the reasonable and documented fees and disbursements of White & Case LLP as counsel to the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in and consultants and the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict reasonable and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the documented fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, 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 Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or any amendmentsconsent relating hereto or thereto, modifications or waivers of the provisions thereof and (ii) all of the Administrative Agent and its Affiliates in connection with their syndication efforts with respect to this Agreement, (iii) of the Administrative Agent 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 invoiced disbursements of (xw) counsel and consultants of the Administrative Agent, (yx) counsel for the respective Issuing Lenders entering into Letter of Credit Backstop Arrangements and, (zy) one additional firm of counsel for the Issuing Lenders and the Lenders as a group in each of the United States and Canada) and (z) 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 or Issuing Lenders similarly situated, taken as a whole); (b) 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 (c) indemnify the Lead Arrangers, the Administrative Agent, the Collateral Agent, the Syndication Agent, each Co-Documentation Agent, each Issuing Lender, each Lender and each of their respective affiliates, and each of their respective officers, directors, employees, representatives, agents, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket costs attorneys’ and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges consultants’ fees and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (but limited, in the case of (x) legal attorneys’ fees and expensesdisbursements, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel to the extent reasonably determined by the Administrative Agent to be necessaryAgent, 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 material jurisdiction jurisdiction, and, solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterests, one additional conflicts counsel for 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, (i) any investigation, litigation or other proceeding (whether or not the affected Indemnitees similarly situated 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, (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Company or any of its Subsidiaries, the non-compliance by 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 the Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by 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 fees Agents’ and expenses the Lenders’ relying on any instructions of the Company, or (z) any other advisor action taken by the Agents or consultantthe Lenders hereunder or under the other Credit Documents, to or (iv) the reasonable, documented and invoiced fees, charges and disbursements performance by the Administrative Agent of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)its duties under Section 13.15 including, in connection with each case, without limitation, the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs reasonable and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket costs fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (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 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 during any workout, restructuring or negotiations in respect of such Loanconnection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, Borrowers hereby agree to: (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgent (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsand one regulatory counsel) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration (including, without limitation, the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement or receipt of funds) of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration of the Loan Documents or any amendmentsCredit Events and Commitments, modifications or waivers the perfection and maintenance of the provisions thereof Liens securing the Collateral and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, and each of the Administrative Agent and the Lenders in connection with the enforcement of, or protection of their rights under, this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (limited to one additional counsel for all such parties, taken as a whole, one local counsel for all such parties, taken as a whole, in each relevant material jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interests among such parties, one additional counsel in each relevant jurisdiction to each group of affected parties similarly situated, taken as a whole); (ii) pay all (A) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Credit Party, (B) reasonable and documented and invoiced out-of-pocket costs field examination, appraisal, and valuation fees and expenses incurred by of the Administrative Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in Section 4.6 of this Agreement, plus a per diem charge at the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel ’s then standard rate for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, ’s examiners in the case field and office (which rate as of the Effective Date is $1,000 per person per day), and a one-time charge at the Administrative Agent’s then standard rate for the establishment of electronic collateral reporting systems, and (xC) legal fees and expenses, to the reasonable, documented and invoiced reasonable fees, charges charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time charged by the Issuing Lender or incurred or charged by Issuing Lender in respect of Letters of Credit and reasonable and documented out-of-pocket fees, costs, and expenses charged by the Issuing Lender or incurred or charged by Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective Related Parties (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable out-of-pocket fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessaryone primary counsel, one local counsel in each relevant material jurisdiction and, solely in the case of an actual a conflict of interest where as determined by the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselIndemnified Person, one additional conflicts counsel for in each applicable jurisdiction to the affected Indemnitees similarly situated Indemnified Person, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (A) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party, their respective equityholders, Affiliates, creditors or any other third person) related to the entering into and/or performance of this Agreement or any other Credit Document or the 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, duties or remedies provided herein or in the other Credit Documents (yincluding the performance by the Administrative Agent of its duties under Section 12.15), or (B) the fees and expenses actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any other advisor Real Property at any time owned, leased or consultantoperated by the Administrative Borrower or any of its Restricted Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Administrative Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, the non-compliance by the Administrative Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim, asserted against the reasonableAdministrative Borrower, documented and invoiced feesany of its Restricted Subsidiaries or any Real Property at any time owned, charges leased or operated by the Administrative Borrower or any of its Restricted Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such advisor investigation, litigation or consultantother proceeding; provided, but solely that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person, be available to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)liabilities, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceedingobligations, including any proceeding under any Debtor Relief Laws)actual losses, including its rights under this Section 11.01 or (B) in connection with the Loans made hereunderdamages, including all such penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Credit Documents by such Indemnified Person or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined by the final non-appealable judgment of a court of competent jurisdiction and (z) any dispute solely among Indemnified Persons other than claims against the Administrative Agent, any Lender or any of their Affiliates in its capacity or in fulfilling its role as the Administrative Agent or other similar role hereunder and under any of the other Credit Documents (other than claims arising out of any act or omission of the Administrative Borrower or any of its Restricted Subsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Section 12.01, so long as no Event of Default exists and is continuing, any payments required under this clause (a) shall be due thirty (30) days after receipt of a detailed invoice for such costs and expenses incurred during expenses. Notwithstanding anything to the contrary, this Section 12.01 shall not apply with respect to Taxes other than any workoutTaxes that represent losses, restructuring or negotiations in respect of such Loan.claims, damages, etc. arising from any non-Tax claim. 125

Payment of Expenses, etc. The Parent Borrower shall agrees to pay, if the Closing Date occurs and the Transactions have been consummatedupon presentation of a summary statement, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers Collateral Agent and their respective Affiliates the LC Issuers (without duplication) (limited, and in the case of clause (xiv) below, the Lenders) in connection with: (i) the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments (including reasonable due diligence expenses, reasonable syndication expenses, reasonable travel expenses and reasonable legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one transaction counsel for the Administrative Agent to be Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably necessary, of one firm of local counsel in each relevant material jurisdiction and one regulatory counsel); (which may include ii) any amendment, modification (including any joinder and supplement) or waiver relating to any of the Loan Documents requested by the Parent Borrower; (iii) creating and perfecting Liens in favor of the Administrative Agent and/or Collateral Agent, for the benefit of Secured Creditors; (iv) the exercise of remedies under Section 8.02,8.02 (including the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Lenders, taken as a single special counsel acting in multiple jurisdictions) whole, and, if reasonably necessary, of one local counsel in each relevant jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterests, one additional conflicts counsel for the in each relevant jurisdiction to each group of affected Indemnitees Lenders similarly situated situated, taken as a whole); and (yv) upon the fees and expenses exercise of any other advisor or consultantremedies under Section 8.02, to all the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket actual costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, (including the fees, charges expenses and disbursements of counsel for the Administrative Agent(including allocated costs of internal counsel) and of any appraisers, the Joint Lead Arrangers consultants, advisors and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined agents employed or retained by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect exercise of such Loanremedies.

Payment of Expenses, etc. (a) The Borrower shall pay, hereby agrees: (i)(a) if the Closing Date occurs occurs, to pay or reimburse the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender and the Transactions have been consummated, (i) Swingline Lender for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by on, prior to, or after the Administrative AgentClosing Date associated with the syndication of the Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and administration of this Agreement and the Joint Lead Arrangers other Credit Documents, and their respective Affiliates any amendment, waiver, consent or other modification with respect hereto and thereto (without duplication) whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (limitedincluding, but not limited to, due diligence expenses, syndication expenses, travel expenses but in the case of (x) legal fees and expenses, limited to the reasonable, actual reasonable and documented and invoiced out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be (and, if necessary, of one firm of local counsel in each any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsjurisdiction) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (yb) from and after the fees and expenses of any other advisor or consultantClosing Date, to pay or reimburse the reasonableAdministrative Agent, documented the Collateral Trustee, any Issuing Lender and invoiced fees, charges each Swingline Lender and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided Lender for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of any rights or remedies (A) in connection with under this Agreement or the Loan other Credit Documents (including all such costs and expenses incurred during any insolvency, bankruptcy or other legal proceeding, including any proceeding under any Debtor Relief Laws)which in the case of legal fees and expenses, including its rights under this Section 11.01 or (B) in connection with shall be limited to the Loans made hereunder, including all such actual reasonable and documented out-of-pocket costs fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Trustee and the Lenders, collectively, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of affected parties), in each case within fifteen (15) days of receipt by the Borrower of a written demand therefor; (ii) indemnify the Administrative Agent, the Collateral Trustee, each Issuing Lender and each Lender, the Arrangers and each of their respective directors, officers, employees, partners, agents and other representatives of each of the foregoing and their respective successors (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, joint or several (in the case of legal fees and expenses limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, and, in the event of an actual or perceived conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole)) incurred during by, imposed on or assessed against any workoutof them as a result of, restructuring or negotiations arising out of, or in respect any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender, an 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) any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of their respective properties, including, in each case, without limitation, the reasonable fees and disbursements of one counsel incurred in connection with any such investigation, litigation or other proceeding, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of Indemnified Persons (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross 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, 147 officers, employees, partners, agents and other representatives) as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) a material breach of the obligations of such LoanIndemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger or any of their respective Affiliates in its capacity or in fulfilling its role as Administrative Agent, Collateral Trustee, Issuing Lender, 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 the Borrower or any of its respective Subsidiaries. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger, any Lender or any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs Borrowers hereby jointly and the Transactions have been consummated, severally agree to: (ia) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by (including Lender Group Expenses) of the Administrative Agent, Agents (including the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and counsel to the extent reasonably determined by the Administrative Agent to be necessaryAgents, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, appraisals and collateral examinations required pursuant to Section 9.02(b) in connection with the preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or any amendmentsconsent relating hereto or thereto, modifications or waivers of the provisions thereof Administrative Agent and (ii) all reasonable its Affiliates in connection with its or their syndication efforts with respect to this Agreement and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers each Issuing Lender and the Lenders Swingline Lender in connection with the Back Stop Arrangements entered into by such Persons (without duplication) (limitedprovided, that, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges unless the Company otherwise agrees, the Administrative Agent shall be limited to reimbursement for the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP Otterbourg P.C. and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction jurisdiction) and, in after the case occurrence of an actual conflict Event of interest where the Indemnitee affected by such conflict notifies the Borrower Default, each of the existence of such conflict Administrative Agent, the Collateral Agent, the Issuing Lenders and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), 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 protection of any rights or remedies (A) in connection with any refinancing or restructuring of the Loan Documents 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, the reasonable fees and disbursements of one counsel, one consultant and one local counsel in each relevant jurisdiction, for the Administrative Agent and, after the occurrence of an Event of Default, one counsel and one financial advisor for the group of Issuing Lenders and one counsel and one financial advisor for the group of Lenders and, solely in the case of a conflict of interest as determined by the affected Person, one additional counsel in each applicable jurisdiction to the affected Person); (b) 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 (c) indemnify the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawsremoval or Remedial Actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including its rights under reasonable attorneys’ and consultants’ fees and disbursements (subject to the limitations set forth in the final proviso of the definition of Lender Group Expenses)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Section 11.01 Agreement or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loan.any

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) within 30 days of demand all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for hereinnegotiation, and the preparation, executionsyndication, administration and execution and delivery and administration of the Loan Documents or any amendments, modifications or waivers and the documents and instruments referred to therein and the syndication of the provisions thereof and Commitments; (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement any amendment, waiver or protection consent relating to any of any rights or remedies (A) in connection with the Loan Documents Documents; (including iii) all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket costs and expenses incurred during of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any workoutof the Loan Documents or the other documents and instruments referred to therein; provided, restructuring that for purposes of this clause (iii) the fees and disbursements of counsel shall be limited to the fees and disbursements of counsel to the Administrative Agent and one other counsel for the Lenders unless there is an actual or negotiations perceived conflict, then one counsel for each affected Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, reasonable expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral after and during the continuance of an Event of Default.

Payment of Expenses, etc. (a) The Borrower shall pay, hereby agrees: (i)(a) if the Closing Date occurs occurs, to pay or reimburse the Administrative Agent and the Transactions have been consummated, (i) Arrangers for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by on, prior to, or after the Administrative AgentClosing Date associated with the syndication of the Term Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and administration of this Agreement and the Joint Lead Arrangers other Credit Documents, and their respective Affiliates any amendment, waiver, consent or other modification with respect hereto and thereto (without duplication) whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (limitedincluding, but not limited to, due diligence expenses, syndication expenses, travel expenses but in the case of (x) legal fees and expenses, limited to the reasonable, actual reasonable and documented and invoiced out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP (and, if necessary, of one local counsel in any relevant jurisdiction)) and (b) from and after the Closing Date, to the extent reasonably determined by pay or reimburse the Administrative Agent to be necessary, one firm of local counsel in and each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel Lender for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of any rights or remedies (A) in connection with under this Agreement or the Loan other Credit Documents (including all such costs and expenses incurred during any insolvency, bankruptcy or other legal proceeding, including any proceeding under any Debtor Relief Laws)which in the case of legal fees and expenses, including its rights under this Section 11.01 or (B) in connection with shall be limited to the Loans made hereunder, including all such actual reasonable and documented out-of-pocket costs fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, collectively, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of affected parties), in each case within fifteen (15) days of receipt by the Borrower of a written demand therefor; (ii) indemnify the Administrative Agent and each Lender, the Arrangers and each of their respective directors, officers, employees, partners, agents and other representatives of each of the foregoing and their respective successors (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, joint or several (in the case of legal fees and expenses limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, and, in the event of an actual or perceived conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole)) incurred during by, imposed on or assessed against any workoutof them as a result of, restructuring or negotiations arising out of, or in respect any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative 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 the Borrower) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its properties, including, in each case, without limitation, the reasonable fees and disbursements of one counsel incurred in connection with any such investigation, litigation or other proceeding, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of Indemnified Persons (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross 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, agents and other representatives) as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) a material breach of the obligations of such LoanIndemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, any Arranger or any of their respective Affiliates in its capacity or in fulfilling its role as Administrative 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 the Borrower. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Arranger, any Lender or any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under Applicable Law.

Payment of Expenses, etc. (a) The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of (w) the Administrative Agent and the Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (provided that payments in respect of legal fees and expenses shall be limited to reasonable and documented fees, disbursements and other charges of a single external counsel to the Administrative Agent, the Joint Lead Arrangers Arranger, Issuing Lenders and each other Agent and their respective Affiliates (without duplication) (limitedAffiliates, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one firm of local or special counsel in each any relevant material jurisdiction to such Persons (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee person affected by such conflict notifies the Borrower of the existence informs you of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. special counsel acting in multiple jurisdictions)), (x) each of the affected Indemnitees similarly situated Administrative Agent and the Lead Arranger in connection with its syndication efforts with respect to this Agreement, (y) the fees Administrative Agent, each Issuing Lender and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, Swingline Lender in connection with the syndication Back-Stop Arrangements entered into by such Persons and (z) each of the credit facilities provided for herein, Administrative Agent and the preparationLead Arranger and, executionfollowing and during the continuation of an Event of Default, delivery and administration each of the Loan Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents or any amendmentsand the documents and instruments referred to herein and therein (including, modifications or waivers without limitation, the reasonableprovided that payments in respect of the provisions thereof legal fees and (ii) all expenses shall be limited to actual reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, disbursements and other charges of one counsel to and disbursements of counsel consultants for the Administrative AgentAgent and, the Joint Lead Arrangers Arranger and, following and during the continuation of an Event of Default, for each of the Lenders, the Issuing Lenders and the Lenders (without duplication) (limitedLenders, and if necessary, one local counsel in any relevant jurisdiction to such Persons, and in the case of a conflict of interest, one additional counsel to such Persons) in each case promptly following receipt of a reasonably detailed invoice therefor; and (xii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives, affiliates, advisors and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements and expenses (limited in the case of legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges of one counsel to each indemnitee, and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, one local or special counsel in each any relevant material jurisdiction to such Person (and, in the case of an actual or perceived conflict of interest where the Indemnitee person affected by such conflict notifies the Borrower of the existence informs you of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto) related to the affected Indemnitees similarly situated and 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 the other Credit Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries, or any Real [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable and documented fees and expenses disbursements of any other advisor or consultantcounsel (limited in the case of legal fees and expenses, to the reasonable, reasonable and documented and invoiced fees, disbursements and other charges of a single external counsel, and disbursements if necessary, one local or special counsel in any relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such advisor conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or consultantspecial counsel acting in multiple jurisdictions)) and other consultants incurred in connection with any such investigation, litigation or other proceeding (but solely excluding any losses, liabilities, claims, damages or expenses to the extent that such consultant incurred by reason of the gross negligence or advisor has been retained with willful misconduct of, or material breach in bad faith of its material obligations under this Agreement or any other Credit Document by, the Borrower’s consent (such consent not Indemnified Person to be unreasonably withheld 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 delayed), hold harmless any Agent or any Lender set forth in connection with the enforcement or protection preceding sentence may beis unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Borrower shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall pay, if the Closing Date occurs and the Transactions have been consummated, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-ofout‑of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket of‑pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loan.

Payment of Expenses, etc. (a) The Borrower shall pay, Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs and the Transactions have been consummatedoccurs, (i) pay all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative AgentAgents (including, without limitation, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal reasonable fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to all Agents and to the extent Lenders and, if reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each any relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnitee Indemnified Person (as defined below) affected by such conflict notifies informs the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for the such affected Indemnitees similarly situated and (y) the fees and Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, arising from a non-Tax claim) 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, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit facilities arrangements provided for herein, under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred Lenders to be retained by the Administrative AgentAgent and, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent if reasonably determined by the Administrative Agent to be necessary, one local counsel in each any relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee Indemnified Person affected by such conflict notifies informs the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the affected Indemnitees similarly situated foregoing matters and save each Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (yiii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives 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 120 disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of counsel and other consultants incurred in connection with any such advisor investigation, litigation or consultantother 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 solely excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent that incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such consultant Indemnified Person or advisor has been retained with any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the Borrower’s consent extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (such consent not to be unreasonably withheld or delayedin the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in connection with a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the enforcement Guarantors or protection 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 any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any rights law or remedies (A) in connection with public policy, the Loan Documents (including all such costs Credit Parties shall make the maximum contribution to the payment and expenses incurred during any legal proceeding, including any proceeding satisfaction of each of the indemnified liabilities which is permissible under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loanapplicable law.

Payment of Expenses, etc. The Borrower shall payEach Credit Party agrees to pay (or reimburse the Administrative Agent, if the Closing Date occurs and Lenders or their Affiliates, as the Transactions have been consummated, case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Arrangers (limited to the reasonable, and documented or invoiced, out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative AgentArrangers, the Joint Lead Arrangers LC Issuers and the Lenders (without duplication) (limitedtaken as a whole, in the case of (x) legal fees and expensesand, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be if necessary, of one local counsel in each relevant material jurisdiction and, in the case event of an any actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel in each relevant jurisdiction for the affected Indemnitees each group of Lenders and Administrative Agent similarly situated and taken as a whole); (yii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during of the Administrative Agent in connection with any workoutamendment, restructuring waiver or negotiations consent relating to any of the Loan Documents, including all out-of-pocket expenses and legal fees of counsel; (iii) all costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and the Lenders and limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant material jurisdiction and, in the event of any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of such Loanthe Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Parent Borrower shall agrees to pay, if the Closing Date occurs and the Transactions have been consummatedupon presentation of a summary statement, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers Collateral Agent and their respective Affiliates the LC Issuers (without duplication) (limited, and in the case of clause (xiv) below, the Lenders) in connection with: (i) the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments (including reasonable due diligence expenses, reasonable syndication expenses, reasonable travel expenses and reasonable legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by one transaction counsel for the Administrative Agent to be Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably necessary, of one firm of local counsel in each relevant material jurisdiction and one regulatory counsel); (which may include ii) any amendment, modification (including any joinder and supplement) or waiver relating to any of the Loan Documents requested by the Parent Borrower; (iii) creating and perfecting Liens in favor of the Administrative 237 Agent and/or Collateral Agent, for the benefit of Secured Creditors; (iv) the exercise of remedies under Section 8.02 (including the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Lenders, taken as a single special counsel acting in multiple jurisdictions) whole, and, if reasonably necessary, of one local counsel in each relevant jurisdiction and one regulatory counsel and, solely in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterests, one additional conflicts counsel for the in each relevant jurisdiction to each group of affected Indemnitees Lenders similarly situated situated, taken as a whole); and (yv) upon the fees and expenses exercise of any other advisor or consultantremedies under Section 8.02, to all the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket actual costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, (including the fees, charges expenses and disbursements of counsel for the Administrative Agent(including allocated costs of internal counsel) and of any appraisers, the Joint Lead Arrangers consultants, advisors and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined agents employed or retained by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect exercise of such Loanremedies.