Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the Lenders); (c) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (d) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer and each Lender and their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and severally ------------------------- severally agree to: (ai) pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionAgent) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (ai), the Agents shall use the same counsel); (bii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, Agent each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, (including in-house counsel) and consultants for the Agentseach Agent, for the Collateral Agent, the for each Letter of Credit Issuers Issuer and for each of the Lenders); (ciii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (div) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer and each Lender and their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (iib) the actual or alleged presence or Release of Hazardous Materials onin the air, at surface water or from groundwater or on the surface or subsurface of any real property currently or formerly owned or operated by Holdings or its Subsidiaries Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one of the Agent's local counsel and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Agent and, for purposes after the occurrence of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgent and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time 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 or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property 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 owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding excluding, in each case, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrowers jointly and ------------------------- severally agree tothat they shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one the Agents’ local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use (and, after the same counsel); (b) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local for each Agent and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the LendersLender); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Lender (including in its capacity as Agent, the Collateral AgentSwingline Lender and/or Issuing Bank) and its affiliates, each Letter of Credit Issuer and each Lender officer, director, trustee, employee, representative, advisor and their respective officersagent thereof (each, directors, employees, representatives, trustees, affiliates and agents an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of 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 or operated by any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials at any Real Property, whether or not owned or operated by any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that which is permissible under applicable law. (b) To the full extent permitted by applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) .

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree tothat they shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one the Agents' local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use (and, after the same counsel); (b) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local for each Agent and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the LendersLender); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and each of their -120- respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of 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 or operated by any Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials at any Real Property, whether or not owned or operated by any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toshall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Agents Lender (including, without limitation, the fees and disbursements of White & Case LLP counsel to the Lender), incurred in connection with the preparation, review, negotiation, execution and delivery of this Agreement and the Collateral Agent other Credit Documents and the documents and instruments prepared in connection herewith or therewith or in anticipation hereof or thereof and any amendment, waiver or consent relating hereto or thereto, and (y) the Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to for the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counselLender); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of and hold the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such the Lender) to pay such taxes; and (diii) indemnify each Agent, of the Collateral Agent, each Letter of Credit Issuer and each Lender and their its respective officers, directors, employees, representatives, trustees, affiliates representatives and agents (each an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements (collectively, "Losses") incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender indemnified person is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any the Consolidated Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any Document other Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such lossesLosses, 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 decisionperson)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether ------------------------ or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto hereto or thereto, and in connection with the Agents' initial syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses and, following an Event of each AgentDefault, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following an Event of Default, for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, of the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Bank, and each of their Affiliates and each of them and their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathO'Melveny & Myerx XXX, Swaine & Xxxxx and no more than one local and one foreign special counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionAgent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto and in connection with (y) of the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one O'Melveny & Myerx XXX, special counsel plus no more than one local and one foreign counsel in each applicable jurisdictionto the Agent, and for each of the Banks) and (z) of any consultants for or accountants chosen by Required Banks, to investigate, test or review such matters relating to the AgentsBorrower and its Subsidiaries as the Agent shall designate; provided that the fees of such consultants or accountants shall be subject to the prior approval of the Borrower, the Collateral Agent, the Letter of Credit Issuers and the Lenders)which approval shall not be unreasonably withheld; (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Bank, its officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any Document other Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case and local counsel and all appraisal fees, Swaine & Xxxxx trustee's fees, documentary and no more than one local recording taxes, title insurance and one foreign counsel to the Agents recording, filing and 156 the Collateral Agent in each applicable jurisdictionother expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgent and, following and during the Collateral Agent, continuation of an Event of Default in connection with the Letter enforcement of Credit Issuers this Agreement and the Lenders)other Credit Documents, for each of the Banks) and expenses incurred in connection with any reorganization or proposed reorganization of Parent or any of its Subsidiaries; (cii) pay and hold each of the Lenders Agent and each of the Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Agent and each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party, any of its Subsidiaries, its operations or any Real Property owned based or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Each Borrower hereby agrees to: ------------------------- (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' each Agent's syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel)Agreement; (bii) pay all reasonable out-of-pocket costs and expenses of each Agentthe Agents, the Co-Documentation Agents, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of the Credit 143 Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agentof the Agents, the Co-Documentation Agents, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local (including in-house counsel) for each Agent and one foreign counsel in for each applicable jurisdiction, and consultants for of the Agents, the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (ciii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (div) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Bank, its officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Co-Documentation Agents, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agentof the Agents, the Co-Documentation Agents, the Collateral Agent, any Letter of Credit Issuer, any LenderBank, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified), or (iib) the actual or alleged presence or Release of Hazardous Materials onin the air, at surface water or from groundwater or on the surface or subsurface of any real property currently or formerly owned or operated by Holdings or its Subsidiaries Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: ------------------------- (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case LLP), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, of the Collateral Agent, each Letter of Credit Issuer Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following an Event of Default, for each of the Collateral AgentBanks), provided that the Letter Borrower's obligation to reimburse the Agents for the -------- reasonable fees and disbursements of Credit Issuers White & Case LLP incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the Lenders)letter dated May 10, 2000 from the Sole Lead Arranger to the Borrower; (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party, any of its Subsidiaries or any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (ai) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and reasonable disbursements of Cravathcounsel for the Agent), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel, and consultants including the allocated cost of internal counsel), for any of the Agents, the Collateral Agent, the Letter of Credit Issuers Co-Agents and the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (c) , pay and hold each of the Agent, the Co-Agents and the Lenders harmless from and 57 219 against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (diii) indemnify each the Agent, the Collateral Agent, each Letter of Credit Issuer Co-Agents and each Lender Lender, and their respective Affiliates, officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (iv) In addition to amounts payable elsewhere provided in this Agreement, without duplication, indemnify, pay and save the Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of Borrower, other than as a result of the gross negligence or willful misconduct of the Agent; (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of Borrower; (v) without limiting the indemnities set forth above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other reasonable charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other 58 220 Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders, the Agent, the Co-Agents, or their nominees or designees. To If and to the extent that the undertaking obligations of Borrower under this Section 10.04 are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) pay all reasonable out-of-pocket costs and expenses of whether or not the Agents and the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder Agents (including, without limitation, the reasonable fees and disbursements of one Sxxxxx & Kxxxxx LLP, Mxxxx Xxxxx JSM, other counsel plus no more than one to the Administrative Agent and local counsel) in connection with the preparation, execution and one foreign counsel delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each applicable jurisdictionof the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, and consultants for the Agentswithout limitation, the Collateral Agent, reasonable fees and disbursements of counsel (including in-house counsel) for each of the Letter Agents and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agentthe Agents, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Notwithstanding the foregoing, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Borrowers jointly and Borrower agrees that it shall: ------------------------- severally agree to: (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case LLP), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, of the Collateral Agent, each Letter of Credit Issuer Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following an Event of Default, for each of the Collateral AgentBanks), provided that the Letter -------- Borrower's obligation to reimburse the Agents for the reasonable fees and disbursements of Credit Issuers White & Case LLP incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the Lenders)letter dated February 13, 1998 from the Syndication Agent to the Borrower; (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party, any of its Subsidiaries or any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower agrees to: (ai) pay all reasonable out-of-pocket costs and expenses of (x) the Agents and Senior Managing Agents, whether or not the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood thatincluding, for purposes of this clause (a)without limitation, the Agents shall use the same reasonable fees and disbursements of White & Case LLP but of no other counsel); ) and (by) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Senior Managing Agent and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local for each Senior Managing Agent and one foreign counsel in for each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each AgentLender, the Collateral Agent, each Letter of Credit Issuer and each Lender its affiliates and their respective officers, directors, employees, representatives, trustees, agents and affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction Transactions or the consummation of any other transactions contemplated in any Document Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one of the Administrative Agent's local counsel and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes after the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence and during the continuance of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Bank, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property 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 owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding excluding, in each case, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein (subject to the terms of the letter agreement dated August 12, 1996) and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood thatincluding, for purposes of this clause (a)without limitation, the Agents shall use reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx and local counsel issuing opinions pursuant to Section 4.01(C)) with prior notice to the same counsel); (b) pay all reasonable out-of-pocket costs Borrower of the engagement of any counsel and expenses DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in for each applicable jurisdiction, and consultants for of the Agents, Banks) with prior notice to the Collateral Agent, Borrower of the Letter engagement of Credit Issuers and the Lenders)any counsel; (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Bank, its officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages or expenses arising under Environmental Laws except with regard to any losses, costs, damages or expenses under Environmental Laws arising from or relating to acts or omissions occurring after the Agent or any Bank takes possession of, uses, operates, manages, controls or sells the Mortgaged Property provided, however, that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of the Agent or any Bank or of the agents of the Agent or any Bank) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction Refinancing or the consummation of any other transactions contemplated in any Document Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: shall: (a) (i) pay all reasonable out-of-pocket costs and expenses of the Agents and outside legal counsel of the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents of, this Agreement and the documents and instruments referred to therein and other Loan Documents, or any amendment, waiver modification or consent relating thereto supplement hereof or thereof, and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (bii) pay all reasonable out-of-pocket costs and expenses of the Agent and each AgentLender in the 46 - 42 - preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, the Collateral Agentrefinancing, each Letter of Credit Issuer the renegotiating or the restructuring of, this Agreement and each of the Lenders in connection with the enforcement of the Credit other Loan Documents and the documents and instruments referred to herein and therein andincluding in connection with any bankruptcy, after an Event of Default shall have occurred insolvency, liquidation, reorganization or similar proceeding and be continuingany amendment, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer waiver or consent relating hereto and each of the Lenders thereunder thereto (including, without limitation, including the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including allocated costs of internal counsel) for the AgentsAgent and, in the Collateral Agentcase of enforcement, the Letter for each of Credit Issuers and the Lenders); ; (cb) pay and hold the Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Agent and each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages or expenses actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to any actual or proposed use by the entering into and/or performance of this Agreement or any other Document or the use Borrowers of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Borrowers' entering into and performing of the gross negligence or willful misconduct of the Person Loan Documents to be indemnified (as determined by which they are a court of competent jurisdiction in a final and non-appealable decision))party, or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, including the reasonable fees and disbursements of counsel and independent consultants (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding; provided that neither the Agent nor any Lender shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as evidenced by a final judgment of a court of competent jurisdiction. To If and to the extent that the undertaking to indemnify, pay or hold harmless obligations of the Borrowers under this Section 8.4 are unenforceable for any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyreason, the Borrowers jointly and severally shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities such obligations that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toshall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and relat- ing hereto or thereto, of the Agents in connection with the Agents' their respective syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes following and during the continuation of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, following and during the Collateral Agentcontinuation of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save hold each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Bank (including in its capacity as an Issuing Bank), and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding pro- ceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by INTERCO or any of its Subsidiaries, the genera- tion, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by INTERCO 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 INTERCO, any of its Subsidiaries, or any Real Property owned or at any time operated by INTERCO or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank 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 that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) ------------------------- whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case LLP, Swaine & Xxxxx local counsel and no more than one local environmental, engineering, real estate and one foreign counsel to insurance independent consultants retained by the Agents and 156 the Collateral Agent in each applicable jurisdictionAdministrative Agent) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, following an Event of Default, for each of the Collateral Banks) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent, the Letter of Credit Issuers and the Lenders)); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned, leased or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) pay all reasonable out-of-pocket costs and expenses of whether or not the Agents and the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder Agents (including, without limitation, the reasonable fees and disbursements of one Sxxxxx & Kxxxxx LLP and local counsel plus no more than one local and one foreign counsel to the Administrative Agent in each applicable jurisdictionAcceptable Flag Jurisdiction to the extent a Mortgaged Vessel or Acceptable Replacement Vessel is flagged therein) in connection with the preparation, execution and consultants for delivery of this Agreement and the Agentsother Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the Collateral Agent, reasonable fees and disbursements of counsel (including in-house counsel) for each of the Letter Agents and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Lender, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, of the Collateral Agent, any Letter of Credit Issuer Agents or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Notwithstanding the foregoing, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) pay all reasonable out-of-pocket costs and expenses of whether or not the Agents and the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder Agents (including, without limitation, the reasonable fees and disbursements of one White & Case LLP, Jxxxxxx Sxxxxx & Master, other counsel plus no more than one to the Administrative Agent and the Lead Arrangers and local counsel) in connection with the preparation, execution and one foreign counsel delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each applicable jurisdictionof the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, and consultants for the Agentswithout limitation, the Collateral Agent, reasonable fees and disbursements of counsel (including in-house counsel) for each of the Letter Agents and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agentthe Agents, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Notwithstanding the foregoing, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally hereby agree to: (a) pay all reasonable and documented out-of-pocket costs and expenses of the Agents Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable and documented fees and disbursements of Cravath, Swaine & Xxxxx LLP and, if reasonably necessary, maritime counsel and no more than one a single local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated) in connection with the preparation, negotiation, preparationexecution, execution delivery and delivery administration of this Agreement and the Credit 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 thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood thathereto or thereto, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Agents and Lenders in connection with the enforcement of this Agreement and the Credit other Loan Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the or protection of the their rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each hereunder or thereunder or in connection with any refinancing or restructuring of the Lenders thereunder (including, without limitation, credit arrangements provided under this Agreement in the reasonable fees and disbursements nature of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the Lenders)a “work-out” or pursuant to any insolvency or bankruptcy proceedings; (cb) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes Other Taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxesOther Taxes; and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Lender, and each of their respective officersAffiliates and Related Parties (each, directors, employees, representatives, trustees, affiliates and agents an “Indemnified Party”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnified Parties, taken as a whole, and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or expenses perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any claim, investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender Indemnified Party is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among on behalf of any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Loan Party or any third Person or otherwiseparty) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document (but excluding or the exercise of any such losses, liabilities, claims, damages of their rights or expenses to remedies provided herein or in 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))other Loan Documents, or (ii) the actual or alleged presence or Release of Hazardous Materials onin the air, surface water or groundwater or on the surface or subsurface of any Vessel or Real Property at or from any real property currently or formerly owned time owned, leased or operated by Holdings or its Subsidiaries any of the Borrowers or any of their respective Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any of the Borrowers or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by any of the Borrowers or any of their respective Subsidiaries, the noncompliance with Environmental ClaimLaw (including applicable permits thereunder) applicable to any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their respective Subsidiaries, or any other Environmental Liability related to any of the Borrowers or any of their respective Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their respective Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation 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 respective Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, claims, damages, penalties or liabilities (a) to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, fraud, gross negligence or willful misconduct of such Indemnified Party or any Related Party of such Indemnified Party, (b) to the extent resulting from a claim brought by any of the Borrowers or any of their respective Subsidiaries against such Indemnified Party or any Related Party of such Indemnified Party for material breach of such Indemnified Party’s obligations hereunder, if such Borrower or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary’s favor on such claim, as determined by a court of competent jurisdiction, (c) to the extent it relates to Taxes (other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements arising from any non-Tax claim) or (d) to the extent resulting from a proceeding that does not involve an act or omission by any of the Borrowers or any of their respective Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or agent in its capacity as, or in fulfilling its role as, Sole Global Coordinator, Lead Arranger, Joint Bookrunner, arranger, bookrunner or agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Indemnified Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Without limiting the Borrowers’ reimbursement, indemnification and contribution obligations set forth in this Section 10.01, in no event will such Indemnified Party have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnified Party’s activities related to this Agreement or the other Loan Documents. In no event will the Borrowers have any liability to the Indemnified Parties for any indirect, consequential, special or punitive damages in connection with or as a result of the Borrowers’ activities relating to this Agreement or the other Loan Documents, other than any such damages included in a third party claim for which an Indemnified Party is liable and is otherwise entitled to reimbursement, indemnification or contribution under this Section 10.01.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (ai) whether or not the transactions hereby contemplated are consummated, pay on demand all reasonable out-of-pocket costs and expenses of the Agents Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Collateral Agent Loan Documents at any time (includingincluding without limitation (A) all due diligence, without limitationsyndication, transportation, computer, duplication, IntraLinks, appraisal, audit, insurance and consultant fees and expenses, and (B) the reasonable fees and disbursements expenses of Cravathcounsel (including the allocated costs of in-house counsel) for the Agent with respect thereto, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood thatadvising the Agent as to its rights and responsibilities, for purposes or the perfection, protection or preservation of this clause (arights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto), the Agents shall use the same counsel); and (bii) pay on demand all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Lender in connection with the enforcement of the Credit Loan Documents and against any Loan Party during the documents and instruments referred to therein and, after an existence of any Default or Event of Default shall have occurred and be continuingDefault, the protection of the whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder generally or otherwise (including, including without limitation, limitation the reasonable fees and disbursements expenses of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including the allocated costs of in-house counsel) for the AgentsAgent and each Lender with respect thereto); (b) subject, in the Collateral Agentcase of certain Taxes, to the Letter applicable provisions of Credit Issuers and the LendersSection 3.11(b); (c) , pay and hold each of the Agent and the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Loan Documents, any Collateral, or any payments due thereunder, and save each of the Agent and 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 taxesTaxes; and and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Person's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseLoan Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel and independent consultants allocated costs of in-house counsel) incurred in connection with any such investigation, litigation or other proceeding; provided, however, the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after Borrower's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel, including allocated costs of in-house counsel, in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Loan Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of the Borrower (or the assets thereof) owned or controlled by the Lenders. To If and to the extent that the undertaking to indemnify, pay or hold harmless obligations of the Borrower under this Section 10.4 are unenforceable for any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyreason, the Borrowers jointly and severally shall Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and Borrower agrees that it shall: ------------------------- severally agree to: (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, of the Collateral Agent, each Letter of Credit Issuer Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following an Event of Default, for each of the Collateral AgentBanks), provided that the Letter Borrower's obligation to reimburse the Agents for the -------- reasonable fees and disbursements of Credit Issuers White & Case incurred in connection with the preparation, execution and delivery of this Agreement shall be subject to the Lenders)letter dated July 21, 1997 from the Syndication Agent to the Borrower; (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party, any of its Subsidiaries or any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case, Swaine & Xxxxx local counsel and no more than one local environmental, engineering, real estate and one foreign counsel to insurance independent consultants retained by the Agents and 156 the Collateral Agent in each applicable jurisdictionAdministrative Agent) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, following an Event of Default, for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer such Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower hereby agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' Agent's syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel)Agreement; (bii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including in-house counsel) for the Agents, Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (ciii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (div) indemnify each the Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Bank, its officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any the Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified), or (iib) the actual or alleged presence or Release of Hazardous Materials onin the air, at surface water or from groundwater or on the surface or subsurface of any real property currently or formerly owned or operated by Holdings or its Subsidiaries Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionCase LLP) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto hereto or thereto, of the Administrative Agent and the Arranger in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes after the occurrence of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each the Administrative Agent, the Collateral AgentArranger, each Letter of Credit Issuer the Documentation Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer Arranger or the Documentation Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Revolving Loans hereunder or the consummation of any other of the 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 by the Borrower or any of its Subsidiaries at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined or incurred by a court reason of competent jurisdiction in a final and non-appealable decisionthe breach by the Person to be indemnified of any provision of this Agreement)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent the Agents or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Borrowers, jointly and ------------------------- severally agree toseverally, shall: (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionall appraisal fees, trustee's fees, documentary and recording taxes, title insurance and recording, filing and other expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the protection or preservation of their respective rights under the Credit Documents during the continuance of an Event of Default and the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of (including in each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (includingcase, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local (including allocated costs of in-house counsel) for each Agent and one foreign counsel in for each applicable jurisdiction, and consultants for of the Agents, the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Agents and each of the Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Agents and each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent -102- 109 or Bank, as the case may be) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' (including allocated costs of in-house counsel) and consultants' fees and disbursements, whether any such attorney's and consultant's fees and disbursements are incurred in connection with any investigation, litigation or expenses other proceeding between any Credit Party and any Agent or any Bank or between any Agent or any Bank and any third Person or otherwise) incurred by 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, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party or any of its Subsidiaries, its operations, or any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank 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 that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) pay all reasonable out-of-pocket costs and expenses of whether or not the Agents and the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder Agents (including, without limitation, the reasonable fees and disbursements of one White & Case LLP, Xxxxxxx Xxxxxx & Master, other counsel plus no more than one to the Administrative Agent and the Lead Arrangers and local counsel) in connection with the preparation, execution and one foreign counsel delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each applicable jurisdictionof the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, and consultants for the Agentswithout limitation, the Collateral Agent, reasonable fees and disbursements of counsel (including in-house counsel) for each of the Letter Agents and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agentthe Agents, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agentof the Agents, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Notwithstanding the foregoing, neither any Agent nor any Lender shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Documents.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or ------------------------- not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionCase LLP) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes after the occurrence of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other of the 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, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non- compliance of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel Case (subject to the limitations agreed to by the Agents and 156 the Collateral Agent in each applicable jurisdictionBorrower) and of the Agents' local counsel and consultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, (x) of the Agents (including, without limitation, the reasonable fees and expenses of White & Case or any other single law firm retained by the Agents) with respect to any amendment, waiver or consent relating thereto and to this Agreement and/or the other Credit Documents, (y) of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement and (it being understood that, for purposes z) of this clause (a), the Agents shall use and, after the same counsel); (b) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower agrees to: (ai) pay all ------------------------- reasonable out-of-pocket costs and expenses of (x) the Agents and Senior Managing Agents, whether or not the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood thatincluding, for purposes of this clause (a)without limitation, the Agents shall use the same reasonable fees and disbursements of White & Case but of no other counsel); ) and (by) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Senior Managing Agent and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local for each Senior Managing Agent and one foreign counsel in for each applicable jurisdiction, and consultants for of the Agents, the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each AgentBank, the Collateral Agent, each Letter of Credit Issuer and each Lender and their respective its officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losseslos- ses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (a) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Administrative Agent as required by the Fee Letter in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Cravathcounsel for the Administrative Agent as required by the Fee Letter), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after the occurrence and during the continuance of an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel, and consultants for the Agents, the Collateral Agent, the Letter any of Credit Issuers and the Lenders); ; (cb) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding. To ; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the extent that foregoing arising out of such Indemnitee's gross negligence or willful misconduct or the undertaking to indemnify, pay or hold harmless any Agent or any Lender material breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the preceding sentence may be unenforceable because it cost of investigating or defending any claim and whether or not such claim is violative ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any law such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or public policydestruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the Borrowers jointly existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct. If any claim for which an Indemnitee is entitled to indemnification is asserted against such Indemnitee by a third party, such Indemnitee shall promptly give Borrower notice thereof and severally shall make give Borrower an opportunity to defend the maximum contribution same with counsel of Borrower's choice, subject to the payment and satisfaction of each of Administrative Agent's approval, which will not be unreasonably withheld, at Borrower's expense. All Indemnitees shall provide reasonable cooperation in connection with such defense. In the indemnified liabilities event that is permissible under applicable law.Borrower desires to compromise or settle any such claim, all Indemnitees shall have the rights

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: (a) The Borrower shall:(i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes following an Event of this clause (a)Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, following an Event of Default, for each of the Collateral Agent, the Letter Banks including any reasonable allocated costs of Credit Issuers and the Lendersin-house counsel); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Osboxx Xxxnsaction and the H/T Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, (excluding Environmental Laws which are governed by the Environmental Indemnity Agreement) owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnification provided for in this Section 13.01 shall not apply to Environmental Claims, Hazardous Materials or Releases, all of which shall be governed exclusively by the Environmental Indemnity Agreement.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one the Administrative Agent's local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes after the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence and during the continuance of an Event of Default, the Letter for each of Credit Issuers and the Lenders); (cii) pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Lender, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Synthetic Lease Financing) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim in connection with Holdings, any of its Subsidiaries or their business or operations or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any 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 jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Each of the General Partner and the Borrower jointly and ------------------------- severally agree agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionCase) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) defend, protect, indemnify each Agent, and hold harmless the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or expenses nature whatsoever that may at any time be incurred by any of them as a result ofby, imposed on or assessed against the Indemnitees directly or indirectly based on, or arising out of, or in any way related to, or by reason ofresulting from, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any Document other Credit Document, (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (iib) the actual or alleged generation, presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.or

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Agents Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one of the Administrative Agent's local counsel and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, (x) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and expenses of White & Case LLP) with respect to any amendment, waiver or consent relating thereto and to this Agreement and/or the other Credit Documents, (y) of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement and (it being understood that, for purposes z) of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs Administrative Agent and expenses of each Agent, the Collateral AgentAgent and, each Letter after the occurrence of Credit Issuer and an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence of an Event of Default, the Letter for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Affiliates, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document (but excluding or the exercise of any such losses, liabilities, claims, damages of their rights or expenses to remedies provided herein or in 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))other Credit Documents, or (iib) the actual or alleged presence or Release of Hazardous Materials onin 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 from any real property currently of its Subsidiaries, the generation, storage, transportation, handling or formerly disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings the Borrower or any of its Subsidiaries (provided that in the case of a location not owned or operated by the Borrower or any of its Subsidiaries, such generation, storage, transportation, handling or disposal shall have been effected 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 103 110 asserted against the Borrower, any of its Subsidiaries or any Environmental ClaimReal Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent other consultants incurred in connection with any such investigation, litigation or other proceedingproceeding (but excluding any losses, liabilities, claims, damages, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Each Credit Party, jointly and ------------------------- severally agree severally, agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of CravathDebevoise & Xxxxxxxx, Swaine & Xxxxx and no more than one local and one foreign as special U.S. counsel to the Agents Administrative Agent, Guerrero Olivos Xxxxx y Errazuriz, as special Chilean counsel to the Administrative Agent, and 156 Walkers, as special Cayman Islands counsel to the Collateral Agent in each applicable jurisdictionAdministrative Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Arranger in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent, the Collateral Agent, the Letter Agent and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Arranger and each Lender Lender, and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents representatives from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Arranger or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any the Bridge Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other of the transactions contemplated hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries Affiliates or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceedingemployees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, the Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers Credit Parties, jointly and severally severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: (ai) pay all reasonable out-of-pocket costs and expenses of whether or not the Agents and the Collateral Agent (includingtransactions herein contemplated are consummated, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder Agents (including, without limitation, the reasonable fees and disbursements of one Sxxxxx & Kxxxxx LLP and local counsel plus no more than one local and one foreign counsel to the Administrative Agent in each applicable jurisdictionAcceptable Flag Jurisdiction to the extent an Initial Vessel or Acceptable Replacement Vessel is flagged therein) in connection with the preparation, execution and consultants for delivery of this Agreement and the Agentsother Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their respective syndication efforts with respect to this Agreement and of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the Collateral Agent, reasonable fees and disbursements of counsel (including in-house counsel) for each of the Letter Agents and for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Lender, and each of their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, of the Collateral Agent, any Letter of Credit Issuer Agents or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Vessel or property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Vessel or property at any time owned or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. Notwithstanding the foregoing, neither any Agent nor any Lender, nor any of their respective Affiliates, Subsidiaries, officers, directors and employees shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower agrees that it shall: ------------------------- (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case LLP, Swaine & Xxxxx local counsel and no more than one local environmental, engineering, real estate and one foreign counsel to insurance independent consultants retained by the Agents and 156 the Collateral Agent in each applicable jurisdictionAdministrative Agent) in connection with the negotiation, preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand, for purposes upon the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, following an Event of Default, for each of the Collateral Banks) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent, the Letter of Credit Issuers and the Lenders)); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Administrative Agent, each Letter of Credit Issuer Co-Arranger and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer such Co-Arranger or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated 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 Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings, any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Agent Co-Arranger or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (a) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Administrative Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Cravathcounsel for the Agents), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder [(including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Lenders or the Agents, (including without limitation in-house attorneys' fees)], for any of the Collateral AgentLenders or Agents; (b) subject, in the Letter case of Credit Issuers and certain Taxes, to the Lenders); (c) applicable provisions of Section 4.7, pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and Taxes; (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct. To If and to the extent that the undertaking obligations of Borrower under this Section are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one of the Agent's local counsel and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Agent and, for purposes after the occurrence and during the continuance of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, in each case the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgent and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time 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 or operated by Holdings or any of its Subsidiaries, the non-compliance of any Real Property 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 owned or at any time operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding excluding, in each case any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any the Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Credit Parties jointly and ------------------------- severally agree tothat they will: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP, as special U.S. counsel to the Agents, Claro y Cía, as special Chilean counsel to the Agents and Walkers, special Cayman Islands counsel to the Collateral Agents) 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, provided that certain of such costs and expenses described in this clause (x) to the extent incurred on or prior to the Effective Date shall be subject to the limitations set forth in the Commitment Letter, (y) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx counsel and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to this Agreement or any other Credit Document and any document or instrument referred to herein or therein and (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (bz) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, the Letter each Agent and counsel for each of Credit Issuers and the Lenders); (cii) pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Agents and Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent or Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and each of their respective affiliates, officers, directors, employees, representatives, trustees, affiliates advisors and agents representatives from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any the Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one of the Agents' local counsel and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionconsultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, (x) of the Agents (including, without limitation, the reasonable fees and expenses of White & Case LLP or any other single law firm retained by the Agents) with respect to any amendment, waiver or consent relating thereto and to this Agreement and/or the other Credit Documents, (y) of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement and (it being understood that, for purposes z) of this clause (a), the Agents shall use and, after the same counsel); (b) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Credit Agreement Parties jointly and ------------------------- severally agree tothat they shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case LLP and local counsel, Swaine & Xxxxx if any, and no more than one local all appraisal fees, trustee's fees, documentary and one foreign counsel to the Agents recording taxes, title insurance and 156 the Collateral Agent in each applicable jurisdictionrecording, filing and other expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following and during the Collateral Agent, continuation of an Event of Default in connection with the Letter enforcement of Credit Issuers this Agreement and the Lendersother Credit Documents, for each of the Banks); (cii) pay and hold each of the Lenders Agents and each of the Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Agents and each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual, alleged or threatened Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or arrangement for disposal of Hazardous Materials by Holdings, its Subsidiaries or their respective predecessors at any location, whether or not owned, leased or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim relating to any Credit Party, any of its Subsidiaries, its operations or any Real Property owned or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other reasonably necessary consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Credit Agreement Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower hereby agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' Administrative Agent's syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel)Agreement; (bii) pay all reasonable out-of-pocket costs and expenses of each the Administrative Agent, the Collateral Agent, each the Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each of the Lenders Banks thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, (including in-house counsel) and consultants for the Agents, Administrative Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (ciii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (div) indemnify each the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and each Lender and their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lenderand each Bank, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such lossesits officers, liabilitiesdirectors, claimstrustees, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.employees,

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Company agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionCase) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' Administrative Agent's syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel)Agreement; (bii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each of the Lenders Banks thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including in-house counsel) for the Agents, Administrative Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (ciii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (div) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender and their respective Bank, its officers, directors, employees, representatives, trustees, affiliates represent- tives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Revolving Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Credit Document including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (a) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Administrative Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and reasonable disbursements of Cravathcounsel for the Administrative Agent), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel), and consultants for any of the Agents, the Collateral Agent, the Letter of Credit Issuers Administrative Agent and the Lenders; (b) subject, in the case of certain Taxes, to the applicable provisions of SECTION 4.07(b); (c) , pay and hold each of the Agents and the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding; PROVIDED, HOWEVER, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (d) in addition to amounts payable elsewhere provided in this Agreement, without duplication, indemnify, pay and save the Administrative Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Administrative Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of Borrower, other than as a result of the gross negligence or willful misconduct of the Administrative Agent; or (ii) the failure of the Administrative Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future DE JURE or DE FACTO government or governmental authority; (e) without limiting the indemnities set forth above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other reasonable charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders, the Agents, or their nominees or designees. To If and to the extent that the undertaking obligations of Borrower under this SECTION 11.05 are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (w) of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel Case (subject to the limitations agreed to by the Agents and 156 the Collateral Agent in each applicable jurisdictionBorrower) and of the Agents's local counsel and consultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to therein herein and therein, (x) of the Agents (including, without limitation, the reasonable fees and expenses of White & Case or any other single law firm retained by the Agents) with respect to any amendment, waiver or consent relating thereto and to this Agreement and/or the other Credit Documents, (y) of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement and (it being understood that, for purposes z) of this clause (a), the Agents shall use and, after the same counsel); (b) pay all reasonable out-of-pocket costs and expenses occurrence of each Agentan Event of Default, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, after the Collateral Agentoccurrence of an Event of Default, for each of the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionall appraisal fees, trustee's fees, documentary and recording taxes, title insurance and recording, filing and other expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Agents in connection with the Agents' their syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Issuing Bank and each of the Lenders Banks in connection with the protection or preservation of their respective rights under the Credit Documents during the continuance of an Event of Default and the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of (including in each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (includingcase, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in (including allocated costs of in-house counsel) for each applicable jurisdiction, and consultants for the Agents, the Collateral Agent, for each of the Letter Issuing Banks and for each of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders -133- 141 Agents, each of the Issuing Banks and each of the Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Agents, each of the Issuing Banks and each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, Issuing Bank or Bank, as the case may be) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Issuing Bank and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' (including allocated costs of in-house counsel) and consultants' fees and disbursements, whether any such attorney's and consultant's fees and disbursements are incurred in connection with any investigation, litigation or expenses other proceeding between any Credit Party and any Agent, any Issuing Bank or any Bank or between any Agent, any Issuing Bank or any Bank and any third Person or otherwise) incurred by 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, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Issuing Bank or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against any Credit Party or any of its Subsidiaries, its operations, or any Real Property owned, leased or at any time operated by any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one local and one foreign counsel to of the Agents and 156 the Collateral Agent in each applicable jurisdictionAdministrative Agent's consultants) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of the Administrative Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood thatand of the Administrative Agent and, for purposes after the occurrence of this clause (a)an Event of Default, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection or in connection with any refinancing or restructuring of the rights credit arrangements provided under this Agreement in the nature of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAdministrative Agent and, after the Collateral Agentoccurrence of an Event of Default, the Letter counsel for each of Credit Issuers and the Lenders); (cii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp stamp, excise and other similar documentary 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 the Administrative Agent or such Lender) to pay such taxes; and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each Lender Lender, and each of their respective officers, directors, employees, representatives, trusteesagents, affiliates affiliates, trustees and agents -106- 108 investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between brought by or among any Agent, the Collateral Agent, any Letter on behalf of Credit Issuer, any Lender, any Credit Party or any third Person or otherwiseParty) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any 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 jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (a) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Cravathcounsel for the Agent), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictionthe amount as provided in the Fee Letter, and consultants including without limitation in-house attorneys' fees), for the Agents, the Collateral Agent, the Letter any of Credit Issuers and the Lenders; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b); (c) , pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (dc) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or wilful misconduct. To If and to the extent that the undertaking obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree toBorrower shall: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and (for the purposes of this Section 13.01, the term Agent shall include the Collateral Agent Agent) (including, without limitation, the reasonable fees and disbursements of CravathCxxxxx Xxxxxx & Rxxxxxx, Swaine & Xxxxx llp and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto hereto or thereto, and in connection with the Agents' initial syndication efforts with respect to this Agreement (it being understood that, for purposes and of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses and, following an Event of each AgentDefault, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the AgentsAgents and, following an Event of Default, for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (diii) indemnify each Agent, of the Collateral Agent, each Letter of Credit Issuer Agents and each Lender Bank, and each of their Affiliates and each of them and their respective officers, directors, trustees, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent finally judicially determined to have been incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower, agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-of- pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictionCase LLP) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto and hereto or thereto, of each Agent in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local White & Case LLP) and one foreign counsel in of each applicable jurisdiction, and consultants for the AgentsAgent, the Collateral AgentAgent and each of the Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the Letter reasonable fees and disbursements of Credit Issuers counsel for each of the Agents and for each of the LendersBanks); (cii) pay and hold each Agent, the Collateral Agent and each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each Agent, the Collateral Agent and each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, the Collateral Agent or such Bank) to pay such taxes; and (diii) defend, protect, indemnify and hold harmless each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates attorneys and agents (collectively, called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or expenses nature whatsoever that may at any time be incurred by any of them as a result ofby, imposed on or assessed against the Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit IssuerBank, any Lender, any Credit Party the Parent or any third Person person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (c) any Environmental Claim relating to the Parent or any of its Subsidiaries or any Real Property owned or at any time operated by the Parent or any of its Subsidiaries or; (d) the exercise of the rights of any Agent, the Collateral Agent and any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, without limitation, the Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of when such Indemnified Matter arises, but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (ai) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Agent in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default or, upon the request of the Borrower, refinancing, renegotiation or restructuring of, this Agreement and the Collateral Agent other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Cravathcounsel for the Agent), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and reasonable disbursements and charges of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel), and consultants for the Agents, the Collateral Agent, the Letter any of Credit Issuers and the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 4.8.(b); (c) , pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender Lender, and their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, M-80 90 claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Consolidated Company entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding; provided, however, Borrower shall not be -------- ------- obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (iv) without limiting the indemnities set forth in subsection (iii) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Consolidated Company's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents. To If and to the extent that the undertaking obligations of Borrower under this Section 11.4. are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.. M-81 91

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (ai) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and reasonable disbursements of Cravathcounsel for the Agent), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel, and consultants including the allocated costs of internal counsel), for any of the Agents, the Collateral Agent, the Letter of Credit Issuers Co-Agents and the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (c) , pay and hold each of the Agent, the Co-Agents and the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxesTaxes; and and (diii) indemnify each the Agent, the Collateral Agent, each Letter of Credit Issuer Co-Agents and each Lender Lender, and their respective Affiliates, officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; (iv) In addition to amounts payable elsewhere provided in this Agreement, without duplication, indemnify, pay and save the Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of Borrower, other than as a result of the gross negligence or willful misconduct of the Agent; (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of Borrower; (v) without limiting the indemnities set forth above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other reasonable charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders, the Agent, the Co-Agents, or their nominees or designees. To If and to the extent that the undertaking obligations of Borrower under this Section 10.04 are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent and the Collateral Agent Lead Arranger (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case LLP and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, all reasonable expenses attributable to the Administrative Agent's due diligence undertakings) and any amendment, waiver or consent relating thereto hereto or thereto, of the Administrative Agent and the Lead Arranger in connection with the Agents' its syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local White & Case LLP), of the Administrative Agent and one foreign counsel the Lead Arranger in each applicable jurisdictionconnection with any other services necessary in order to implement and service the transactions contemplated under this Agreement, and consultants of the Administrative Agent and each of the Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Agents, Administrative Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) defend, protect, indemnify each and hold harmless the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer Lead Arranger and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or expenses nature whatsoever that may at any time be incurred by any of them as a result ofby, imposed on or assessed against the Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (ia) any investigation, litigation or other proceeding (whether or not any the Administrative Agent, the Lead Arranger, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any the Administrative Agent, the Lead Arranger, the Collateral Agent, any Letter of Credit IssuerBank, any Lender, any Credit Party the Borrower or any third Person person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without -113- limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or operated at any time by the Borrower or any of its Subsidiaries or; (c) any Environmental Claim relating to the Borrower or any of its Subsidiaries or any Real Property owned or at any time operated by the Borrower, Holdings or any of their respective Subsidiaries or; (d) the exercise of the rights of the Administrative Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, without limitation, the Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of when such Indemnified Matter arises; but excluding any such losses, liabilities, claims, damages or expenses Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless any Agent 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 that is permissible under applicable lawIndemnitee.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree Borrower agrees to: (ai) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine White & Xxxxx Case and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' Agent's syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel)Agreement; (bii) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each of the Lenders Banks thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including in-house counsel) for the Agents, Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (ciii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (div) indemnify each the Agent, the Collateral Agent, each Letter of Credit Issuer Agent and each Lender and their respective Bank, its officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any investigation, litigation or other proceeding (whether or not any the Agent, the Collateral Agent, any Letter of Credit Issuer Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated in any Credit Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified), or (iib) the actual or alleged presence or Release of Hazardous Materials onin the air, at surface water or from groundwater or on the surface or subsurface of any real property currently or formerly owned or operated by Holdings or its Subsidiaries Real Property or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay in each case whether any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or hold harmless distributions arise from any Agent investigation, litigation or other proceeding between or among any Lender set forth in the preceding sentence may be unenforceable because it is violative of Credit Party, any law Bank, any third Person or public policy, the Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable lawotherwise.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: (a) The Borrower shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Agents and the Collateral Administrative Agent (including, without limitation, the reasonable fees and disbursements of CravathWhite & Case (which shall, Swaine for the period ending on the Initial Borrowing Date, be limited to fees of $750,000 and costs and disbursements of White & Xxxxx Case as billed in accordance with its customary practice) and no more than one local counsel and one foreign counsel to the Agents all appraisal fees, trustee's fees, documentary and 156 the Collateral Agent in each applicable jurisdictionrecording taxes, title insurance and recording, filing and other expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating thereto hereto or thereto, and in connection with of the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Administrative Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants (including allocated costs of in-house counsel) for the Agents, Administrative Agent and for each of the Collateral Agent, the Letter of Credit Issuers and the LendersBanks); (cii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (diii) indemnify each Agent, the Collateral Administrative Agent, each Letter of Credit Issuer Issuing Bank and each Lender Bank, and each of their respective officers, directors, employees, representatives, trustees, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' (including allocated costs of in-house counsel) and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ia) any 160 investigation, litigation or other proceeding (whether or not any Agent, the Collateral Administrative Agent, any Letter of Credit Issuer Issuing Bank or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwisethereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Credit Party or any of their Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Credit Party or any of their 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 relating in any way to any Credit Party or any of their Subsidiaries, their operations, or any Real Property owned, leased or at any time operated by any Credit Party or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Agent Issuing Bank or any Lender Bank set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers jointly and severally Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that which is permissible under applicable law. (b) The Borrower further agrees to pay the reasonable legal fees of gaming counsel for the Administrative Agent in Louisiana and any other relevant state and all reasonable costs (including costs of investigation) associated with any qualification (or exemption or waiver therefrom) of any Issuing Bank or any Bank under, or compliance in connection with the Gaming Regulations in connection with the syndication under this Agreement, provided that in the event that any assignee Bank or potential assignee Bank is not already a Qualified Person (before giving effect to any actions taken to become such in connection with this Agreement), then all costs associated with such Person becoming a Qualified Person shall be borne by the respective assignee Bank or potential assignee Bank. Notwithstanding the foregoing, after a Bank has been replaced pursuant to Section 1.13, the Borrower shall not be required to reimburse such Bank for any such costs incurred by it after the date of such replacement.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (ai) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents and the Collateral Agent Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Cravathcounsel for the Agents), Swaine & Xxxxx subject, in each case, to any limitations on fees and no more than one local and one foreign counsel to expenses as shall be agreed upon in writing by the Agents and 156 the Collateral Agent in each applicable jurisdictionBorrower) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document during the continuance of an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdictioncounsel), and consultants for the Agents, the Collateral Agent, the Letter any of Credit Issuers and the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.07(b); (c) , pay and hold each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and Taxes; (diii) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer Co-Agent and each Lender Lender, and their respective officers, partners, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, (i) of any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party's entering into and performing of Credit the Agreement, the Notes or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding; PROVIDED, HOWEVER, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct; and (iv) without limiting the indemnities set forth in subsection (iii) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lenders with respect to any Subsidiary of Borrower owned or controlled by the Lenders, the Collateral Agent, or their nominees or designees, as a result of their acquisition of Pledged Stock pursuant to exercise of remedies under the Pledge Agreements or the exercise of voting rights thereunder or to the extent arising out of the gross negligence or willful misconduct of the Indemnitee). To If and to the extent that the undertaking obligations of Borrower under this Section 10.04 are unenforceable for any reason, Borrower hereby agree to indemnify, pay or hold harmless any Agent 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 that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers jointly and ------------------------- severally agree to: Borrower shall: (a) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Agents Lender in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Lender with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the Collateral Agent other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Cravathcounsel for the Lender), Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Agents' syndication efforts with respect to case of enforcement of this Agreement (it being understood thator any Credit Document after the occurrence and during the continuance of an Event of Default, for purposes of this clause (a)all such reasonable, the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees actually incurred and disbursements of one counsel plus no more than one local and one foreign counsel counsel), for any of the Lender; (b) subject, in each the case of certain Taxes, to the applicable jurisdictionprovisions of Section 4.7(b), and consultants for the Agents, the Collateral Agent, the Letter of Credit Issuers and the Lenders); (c) pay and hold each of the Lenders Lender harmless from and against any and all present and future stamp stamp, documentary, intangible and other similar taxes Taxes with respect to this Agreement, the foregoing matters Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save each of the Lenders Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) of Borrower to pay such taxesTaxes; and provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lender; and (dc) indemnify each Agentthe Lender, the Collateral Agent, each Letter of Credit Issuer and each Lender and their respective its officers, directors, employees, representatives, trustees, affiliates representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an “Indemnitee”) arising out of, or in any way related to, of or by reason of, (i) of any third party investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement any actual or any other Document or the proposed use of the proceeds of any of the Loans or B/As hereunder or any drawing on any Letter Credit Party’s entering into and performing of Credit the Agreement, the Notes, or the Transaction or the consummation of any other transactions contemplated in any Document (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each caseCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel and independent consultants (including foreign counsel) incurred in connection with any such third party investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee’s gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party’s ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Lender with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). To The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee Lender succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the Credit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. If and to the extent that the undertaking obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to indemnify, pay or hold harmless any 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 jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that such obligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrowers Each of the Parent and the Borrower ------------------------ jointly and ------------------------- severally agree agrees to, whether or not the transactions contemplated herein or in the other Documents are consummated: (ai) pay on demand all reasonable out-of-of- pocket costs and expenses of each of the Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of Cravath, Swaine & Xxxxx and no more than one local and one foreign counsel to the Agents and 156 the Collateral Agent in each applicable jurisdictioncounsel) in connection with the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto (including, without limitation, all reasonable due diligence, collateral review, primary syndication, transportation, computer duplication, appraisal, audit, insurance, consultant, search, filing and in connection with recording fees and expenses), and of each of the Agents' syndication efforts with respect to this Agreement (it being understood that, for purposes of this clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer Issuing Bank and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to therein andherein and therein, after an Event of Default shall have occurred and be continuingwhether in any action, the protection of the suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder generally (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local for each of the Agents and one foreign counsel in for each applicable jurisdiction, and consultants for of the Agents, the Collateral Agent, the Letter of Credit Issuers Banks and the LendersIssuing Bank); (cii) pay and hold each of the Lenders Banks and the Issuing Bank harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks and the Issuing Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank or the Issuing Bank) to pay such taxes; and (diii) defend, protect, indemnify and hold harmless each Agentof the Agents, the Collateral AgentIssuing Bank, each Letter of Credit Issuer the Banks, and each Lender of their Affiliates and each of their respective officers, directors, employees, representatives, trustees, affiliates attorneys and agents (each an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations ---------- (including removal or remedial actions), losses, liabilitiesdamages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) of any kind or expenses nature whatsoever that may at any time be incurred by by, imposed on, asserted or awarded against any of them as a result ofIndemnitee directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (ia) any investigation, litigation or other proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, brought by any Credit Party Party, its directors, shareholders or creditors or an Indemnitee or any third Person or otherwiseIndemnitee is otherwise a party thereto) related to to, or in connection with, the entering into and/or performance of this Agreement or any other Document or the use of the proceeds of any Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or (b) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by the Parent or any of its Subsidiaries; or (c) any Environmental Claim relating in any way to the Parent or any of its Subsidiaries or any Real Property owned or at any time operated by the Parent or any of its Subsidiaries; or (d) the exercise of the rights of any of the Agents, the Issuing Bank and any of the Banks under any of the provisions of this Agreement, any Security Document, or any other Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, without limitation, the Transaction) or in any other Credit Document (collectively, the "Indemnified Matters") regardless of when such Indemnified ------------------- Matter arises, but excluding any such lossesIndemnified Matter which is found in a final, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined non-appealable judgment by a court of competent jurisdiction in a final and non-appealable decision))to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. Each Credit Party agrees not to assert any claim against any of the Agents, any of the Banks, the Issuing Bank or any of their Affiliates, or (ii) any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or alleged presence proposed use of the proceeds of the Loans or Release the Letters of Hazardous Materials onCredit, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries the Credit Documents or any Environmental Claimof the transactions contemplated hereby. If any Credit Party fails to pay when due any costs, in each caseexpenses or other amounts payable by it under any Credit Document, including, without limitation, the reasonable fees and disbursements expenses of counsel and independent consultants incurred in connection with indemnities, such amount may be paid on behalf of such Credit Party by any such investigation, litigation or other proceeding. To of the extent that the undertaking to indemnify, pay or hold harmless any Agent Agents 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 that is permissible under applicable lawCredit Parties, in its sole discretion.