Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Nxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx Norton Rxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-IPEX Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx White & Case LLP, Bahamian counsel, Bermudian counsel, Isle of Man counsel other counsel to the Facility Agent and the Joint Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all connection with their respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Collateral 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Collateral Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Collateral Vessel or property, or any Environmental Claim asserted against the Borrower or the Collateral Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers Xxxxxx & Xxxxxxx LLP and local and foreign counsel) in connection with (a) 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 of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Borrowers shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Refinancing and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-including in house counsel) for each of Agent, the Agents Collateral Agent and for each of the Lenders); (iii) pay and hold each of the Facility Agents, the Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agents, the Collateral Agent 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 the Facility Agents, the Collateral Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents and Collateral Agent, each Lender, each affiliate of the foregoing Persons and each of their respective officers, directors, employees, representatives, trustees, employeesadvisors, representatives and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Cre- dit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and for each of the Lenders); (iii) pay and hold each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 the Facility Agent Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents and Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, each Lender, each affiliate of the foregoing Persons and each of their respective officers, directors, employees, representatives, trustees, employeesadvisors, representatives and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handli ng or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the ​ ​ -106- ​ ​ ​ Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers hereby agree to: (a) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses (including Expenses) of each of (i) the Agents Administrative Agent and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPBlank Rome LLP and the Administrative Agent’s and Collateral Agent’s one local counsel in each applicable jurisdiction (if applicable) and, Bahamian in the case of the UK Security Documents to be executed in connection with the Closing Date, one additional local counsel, Bermudian counsel, other counsel to the Facility Agent and consultants and the Lead Arrangers fees and local counselexpenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(l)) in connection with (a) the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent, the Collateral Agent and after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiib) pay and hold the Facility Agent Administrative Agent, the Collateral Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Collateral Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (ivc) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements and all fees, expenses and costs incurred by any Indemnified Person in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not he Administrative Agent, the Collateral Agent, any of the Agents Issuing Lender or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any transactions other transaction contemplated herein, herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsLoan Documents (including without limitation any amount payable by an Agent to a bank under a control agreement, including any amount for fees, expenses or indemnification of the bank), or (bii) the any actual or alleged presence or Release of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time currently or formerly owned or operated by the Borrowerany Parent Guarantor, the generation, storage, transportation, handling, disposal Borrower Agent or Environmental Release any of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertytheir Subsidiaries, or any Environmental Claim asserted against related in any way to any Parent Guarantor, the Borrower Agent, any of their Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the Borrower, including, without limitationany Parent Guarantor, the reasonable fees and disbursements Borrower Agent or any of counsel and other consultants incurred in connection with their Subsidiaries, provided that indemnity shall not, as to any Indemnified Person, be available to the extent that such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penaltiesliabilities, actions, judgments, suits, costs, disbursements penalties or related expenses (x) are determined by a court of competent jurisdiction by final judgment to the extent incurred by reason of have resulted primarily from (1) the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or (2) a material breach of the obligations under this Agreement of such Indemnified Person or any of such Indemnified Person’s Affiliates or of any of its or their respective officers, directors, employees, Agents, advisors or other representatives of the foregoing under this Agreement to be indemnified the extent caused by such Indemnified Person’s gross negligence, bad faith or willful misconduct or (y) result from any proceeding (other than a proceeding by reason or against the Administrative Agent or the Collateral Agent acting in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, Agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnified Persons not arising from any act or omission of a failure by the Person to be indemnified to fund Loan Party or any of its Commitments as required by this Agreement)Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the full extent permitted by applicable law, no Loan Party 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, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transaction contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transaction contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrowers agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummatedshall pay, within thirty days of a written demand therefor, (ia) pay all reasonable and documented out-of-pocket costs expenses incurred by the Lender and expenses of each of its Affiliates, including the Agents (includingactual, without limitationreasonable and documented fees, the reasonable documented fees charges and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel except that any reimbursement obligation to the Facility Agent Lender shall be limited to (i) one counsel in each of New York and Argentina, (ii) in the case of any conflict of interest, one additional counsel in each of New York and Argentina, and (iii) an amount separately agreed between the Borrower and the Lead Arrangers and local counsel) Lender, in connection with (a) the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Documents and Documents, the documents and instruments referred making of the Loan or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), in each case within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request; provided that the Borrower shall not be required to herein and therein and pay or reimburse any amendmentsuch out-of-pocket expense that individually exceed U.S.$5,000, waiver or without the prior written consent relating hereto or theretoof the Borrower, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, reasonable and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs expenses incurred by the Lender, including the actual, reasonable and expenses documented fees, charges and disbursements of counsel, except that any reimbursement obligation to the Lender shall be limited to (i) one counsel in each of New York and Argentina and (ii) in the Agents and case of any conflict of interest, one additional counsel in each of the Lenders New York and Argentina in connection with the enforcement or protection of its rights within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request, (A) in connection with this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bB) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with the Loan made hereunder, including all such out-of-pocket expenses incurred during any such investigationworkout, litigation restructuring or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason negotiations in respect of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawLoan.

Payment of Expenses, etc. The Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers Administrative Agent’s local maritime counsel and local counselthe Administrative Agent’s consultants) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Administrative Agent and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence Release of Hazardous Materials on by the Vessel Borrower or in any of the Borrower’s Subsidiaries into the air, surface water or groundwater or on the surface or subsurface of any property vessel or Real Property at any time owned owned, operated or operated occupied by the Borrower, or any of the Borrower’s Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials by the Borrower or any of the Borrower’s Subsidiaries at any location, whether or not owned owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, the non-compliance of the Vessel any vessel or property Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Laws (including applicable permits thereunder) applicable to the Vessel any vessel or propertyReal Property, or any Environmental Claim asserted against the Borrower or any of the Vessel Borrower’s Subsidiaries, or property any vessel or Real Property at any time owned owned, operated or operated occupied by the Borrower or any of the Borrower’s Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements 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 caused by reason the actions or inactions of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement)indemnified. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable and documented out-of-pocket costs and expenses of each of the Agents Administrative Agent and the Lead Arranger (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPWhite & Case LLP and, Bahamian counselif necessary, Bermudian counsel, other one local counsel to the Facility Agent in any applicable jurisdiction and the Lead Arrangers and local one regulatory counsel) in connection with (a) the 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, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Bridge Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the documentation referred to in Section 10.15 hereof) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Lead Arranger and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, for the period during which such Event of Default is continuing, the Administrative Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Bridge Loan Documents and the documents and instruments referred to herein and therein; provided, however, that in the absence of conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one counsel (excluding in-house and one local counsel in each relevant jurisdiction and one regulatory counsel, if applicable) for each of the Agents Administrative Agent, the Issuing Lenders and for each of the Lenders); (iii, such counsel to be selected by the Administrative Agent;(ii) pay and hold the Facility Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Administrative Agent 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 the Facility Administrative Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Lead Arranger and each Lender, and each of their respective officers, directors, trusteesemployees and affiliates (each, employees, representatives and agents an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements 109 (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent, the Lead Arranger or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement Agreement, the Exchange Notes Indenture, the Exchange Notes or any other Credit Bridge Loan Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Bridge Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Bridge Loan Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance by Holdings or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Liability of Holdings, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Indemnified Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, the Lead Arranger or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other ​ -111- ​ ​ ​ Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers Administrative Agent’s local maritime counsel and local counselthe Administrative Agent’s consultants) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Administrative Agent and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Rig or Real Property at any time owned owned, leased, operated or operated occupied by the Parent, the Borrower, or any of the Parent’s other Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials by the Parent, the Borrower or any of the Parent’s other Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerParent, the Borrower or any of the Parent’s other Subsidiaries, the non-compliance of the Vessel any Rig or property with foreign, federal, state Real Property and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to the Vessel any Rig or propertyReal Property, or any Environmental Claim asserted against the Parent, the Borrower or any of the Vessel Parent’s other Subsidiaries, or property any Rig or Real Property at any time owned owned, leased, operated or operated occupied by the BorrowerParent, the Borrower or any of the Parent’s other Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in ​ -112- ​ ​ ​ connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. ​ -113- ​ ​ ​ Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. (a) The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, shall (i) pay all reasonable and documented out-of-pocket costs and expenses of each of the Agents and their Affiliates (includingwhich shall be limited, without limitationin the case of legal fees, to the reasonable and documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other one legal counsel to the Facility Administrative Agent and the Lead Arrangers Arrangers, local counsel and local counselmaritime counsel (as necessary) to the Administrative Agent) in connection with (a) the syndication of the Credit Facility, the preparation, execution negotiation, 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, waiver or consent relating hereto or theretothereto (whether or not the transactions herein contemplated are consummated), and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all reasonable and documented out-of-pocket fees, costs and expenses of each of the Agents and the Lenders (including, without limitation, the reasonable fees and disbursements of counsel (excluding in‑house counsel) for each of the Lenders Agents and for each of the Lenders) in connection with the enforcement or protection of its rights (A) in connection this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and (includingB) in connection with the Loans made hereunder, without limitationincluding such expenses incurred during any workout, the fees restructuring or negotiations in respect of such Loans and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold any amounts payable to the Facility Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Collateral Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, pursuant clauses (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or and (b) of this Section 11.01 shall include the actual costs of utilizing the Administrative Agent’s and the Collateral Agent’s management time or alleged presence of Hazardous Materials other resources and will be calculated on the Vessel basis of such reasonable daily or in hourly rates as the air, surface water or groundwater or on Administrative Agent and the surface or subsurface of any property at any time owned or operated by Collateral Agent may notify to the Borrower, Borrowers and the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulationsLenders, and ordinances (including applicable permits thereunder) applicable is in addition to any fee paid or payable to the Vessel or property, or any Environmental Claim asserted against Administrative Agent and the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by Collateral Agent under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawSection 11.01.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses ​ ​ -108- ​ ​ ​ ​ to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers agree to pay (or reimburse the Global Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, (i) pay for all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Global Agent and the Co-Lead Arrangers and local counsel) in connection with (a) the negotiation, preparation, syndication, administration and execution and delivery of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after syndication of the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this AgreementCommitments; (ii) pay all documented reasonable out-of-pocket costs and expenses of each the Global Agent and the Co-Lead Arrangers in connection with any amendment, waiver or consent relating to any of the Agents Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and each expenses of the Global Agent, the Co-Lead Arrangers, the Lenders and their Affiliates in connection with the enforcement of this Agreement and any of the Loan Documents or the other Credit Documents and the documents and instruments referred to herein therein, including, without limitation, the reasonable fees and therein disbursements of any counsel to the Global Agent, the Co-Lead Arrangers and any Lender (including, without limitation, the fees and disbursements allocated costs of counsel (excluding in-house internal counsel) for each of the Agents and for each of the Lenders); and (iiiiv) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentarygoods and services tax, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters (“Other Taxes”) and save the Facility Agent Global Agent, the Co-Lead Arrangers 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 the Facility Agent or any such LenderIndemnified Person) to pay such taxes; and (iv) other than in respect of provided, however, that notwithstanding the foregoing, a wrongful failure by any Lender Foreign Subsidiary Borrower shall only be required to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not pay any of the Agents or any Lender is a party thereto) related foregoing to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of extent that 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 the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants foregoing have been incurred in connection with any the Obligations owing by such investigation, litigation Foreign Subsidiary Borrower or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements are otherwise directly related or expenses attributable to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawsuch Foreign Subsidiary Borrower.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and for each of the Lenders); (iii) pay and hold each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 the Facility Agent Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents and Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank each Lender, each affiliate of the foregoing Persons and each of their respective officers, directors, employees, representatives, trustees, employeesadvisors, representatives and agents (each, an "Indemnified Person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents and their respective affiliates (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, & Xxxxxxxx LLP and the Agents’ other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Agents in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Agents and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Agents and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, the Swingline Lender, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Swingline Lender, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Swingline Lender, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Swingline Lender, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnifed Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of or exposure to Hazardous Materials on the Vessel or in the air, surface water or groundwater or groundwater, on the surface or subsurface or on or within any structure of any property Real Property at any time owned owned, leased or operated by the BorrowerMagellan, any of its Subsidiaries or any of their respective predecessors, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Magellan, any of its Subsidiaries or any of their respective predecessors, at any location, whether or not owned owned, leased or operated by the BorrowerMagellan or any of its Subsidiaries or any of their respective predecessors, the non-compliance by Magellan or any of the Vessel its Subsidiaries or property any of their respective predecessors with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or property), or any Environmental Claim asserted against the Borrower or the Vessel relating to Magellan or property any of its Subsidiaries or any of their respective predecessors or any Real Property at any time owned owned, leased or operated by the BorrowerMagellan, including, without limitation, the reasonable fees and disbursements any of counsel and other consultants incurred in connection with its Subsidiaries or any such investigation, litigation or other proceeding of their respective predecessors (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Magellan shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other similar information transmission systems in connection with this Agreement other than for direct or actual damages resulting from the gross negligence or willful misconduct on the part of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision). To the fullest extent permitted by applicable law, no Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Documents or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date).

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx Norton Rxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues. 109

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agent (which shall include for all purposes in this Section 13.01, without limitation, any successor Agent contemplated by Section 12.0912.11, including any such successor Agent appointed following a Mandatory Resignation) (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and each Agent’s other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit CreditLoan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of each Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; Agreement and of each Agent (iiincluding, without limitation, any successor Agent contemplated by Section 12.0912.11, including any such successor Agent appointed following a Mandatory Resignation) pay all documented out-of-pocket costs and, after the occurrence and expenses during the continuance of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit CreditLoan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) without duplication with Section 5.04(a), pay and hold each Agent, each of the Facility Agent Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save each Agent, each of the Facility Agent Issuing Lenders 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 the Facility Agent such Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any indemnify each Agent, each Issuing Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnitee”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) of whatsoever kind or nature incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other CreditLoan Document or the use of any Letter of Credit Document or the proceeds of any Loans hereunder (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such a demand do not strictly comply with the terms of such Letter of Credit) or the consummation of any transactions contemplated herein, herein or in any other Credit CreditLoan Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsCreditLoan Documents or in any other way relating to or arising out of this Agreement or any other CreditLoan Document, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance by the Borrower or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or property), or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For the avoidance of doubt, except as expressly provided herein, this Section 13.01 shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, claims, damages or expenses arising from any non-Tax claim. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other CreditLoan Documents or the transactions contemplated hereby or thereby. .

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian United States (including Delaware) counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower agrees Borrowers jointly and severally agree that it they shall: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable and documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other one primary counsel to the Facility Agent and the Lead Arrangers and one local counselor foreign counsel in each applicable jurisdiction) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Agents in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses , of each Issuing Bank and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons 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 reasonable and documented fees and disbursements of one primary counsel (excluding in-house counsel) for the Agents, taken as a whole, and one local counsel for the Agents, taken as a whole, in each of the Agents and for each of the Lendersapplicable jurisdiction); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than indemnify each Lender (including in respect of a wrongful failure by any its capacity as Agent, Swingline Lender to fund and/or Issuing Bank) and its Commitments as required by this Agreement, indemnify the Agents and each Lenderaffiliates, and each of their respective officersofficer, directorsdirector, trusteestrustee, employeesemployee, representatives representative, advisor and agents agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ fees, documented out-of-pocket disbursements and consultants’ fees other charges of one counsel to the Indemnified Persons, taken as a whole, and disbursementsone local counsel to the Indemnified Persons taken as a whole in each applicable jurisdiction; provided that if one or more Indemnified Persons shall have concluded that (i) there are legal defenses available to it that are different from or in addition to those available to one or more other Indemnified Persons or (ii) the representation of the Indemnified Persons (or any portion thereof) by the same counsel would be inappropriate due to differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such relevant Indemnified Persons, in each relevant jurisdiction) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned or operated by the Borrowerany Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any locationReal Property, whether or not owned or operated by the Borrowerany Borrower or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower against, in connection with or the Vessel arising from, any Borrower, any of its Subsidiaries or property any Real Property at any time owned or operated by the Borrowerany 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, penalties, actions, judgments, suits, costs, disbursements damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified or its Related Parties, or material breach in bad faith of this Agreement by reason such Indemnified Person or its Related Parties; in each case as determined by a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower agrees that it shallBorrowers hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented and documented, in the case of expenses not related to enforcement, out-of-pocket costs and expenses of each (including Expenses) of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent Agents and any local counsel retained by the Agents, and the Lead Arrangers reasonable and local counseldocumented fees and expenses in connection with the appraisals and collateral examinations required pursuant to Sections 6(t) and 9.06(b)) in connection with (a) the preparation, execution negotiation, execution, delivery, consummation and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any actual or proposed amendment, waiver or consent relating hereto or thereto, of the Agents and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed their respective Affiliates in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented outAgreement and of the Agents, the Issuing Lenders in connection with the Letter of Credit Back-of-pocket costs Stop Arrangements entered into by such Persons, and expenses of each of the Agents and each of the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights and remedies under this Agreement and the other Credit Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Insolvency Law) and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, the Collateral Agent, the Swingline Lender, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Collateral Agent, the Swingline Lender, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Collateral Agent, the Swingline Lender, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent (including without limitation in its capacity as agent for the Borrowers pursuant to Section 13.05), the Collateral Agent, the Swingline Lender, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, Affiliates, trustees, employeesattorneys and investment advisors (each, representatives and agents an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, demands, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Indemnified Costs”) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (aA) the execution, delivery, enforcement, performance or administration of any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement Loan Document or any other Credit Document agreement, letter or instrument delivered in connection with the proceeds of any Loans hereunder transactions contemplated thereby or the consummation of any the transactions contemplated hereinthereby, (B) any Commitment, Loan or in any other Letter of Credit Document or the exercise use or proposed use thereof or of any of their rights or remedies provided herein or in the other Credit Documentsproceeds therefrom, or (bC) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any real property or facility at any time owned owned, leased, used or operated by the BorrowerAbitibiBowater or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by AbitibiBowater or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerAbitibiBowater or any of its Subsidiaries, the non-non compliance by AbitibiBowater or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel any current or former real property, or any Environmental Claim environmental claim asserted against the Borrower AbitibiBowater, any of its Subsidiaries or the Vessel or any real property at any time owned owned, leased or operated by the BorrowerAbitibiBowater or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants consultant incurred in connection with any such investigation, litigation or other proceeding or (but excluding D) any lossesactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnified Person is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnified Person; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, claimsobligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements or expenses to the extent incurred by reason of resulted from the gross negligence negligence, or willful misconduct of such Indemnified Person or of any affiliate, director, officer, partner, employee, agent or attorney-in-fact of such Indemnified Person, as determined by the Person to be indemnified or by reason final judgment of a failure court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by the Person to be indemnified to fund its Commitments as required by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person or the Borrowers or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnified Person or any other Person, whether or not any Indemnified Person is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Person set forth in the preceding sentence this Section 13.01 may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent, the Collateral Agent and the Collateral Agent for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay pay, upon presentation of invoices in reasonable detail, all documented reasonable out-of-pocket costs and expenses of the Administrative Agent, each of the Agents Issuing Lender and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of the Administrative Agent, each Issuing Lender and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for the Administrative Agent, each of the Agents Issuing Lender and for each of the Lenders); (iii) pay pay, upon presentation of invoices in reasonable detail, and hold each of the Facility Agent Administrative Agent, each Issuing Lender and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Administrative Agent, each Issuing Lender 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, each Issuing Lender and each Lender (in each case, solely in their respective capacities as Administrative Agent, Issuing Lender and Lender), and each of their respective officers, directors, trustees, employees, representatives representatives, advisors, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, any Issuing Lender, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Document or the use of any Letter of Credit Document or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel any Real Property with any Environmental Laws or property with other applicable foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of the competent jurisdiction in a final and non-appealable decision) of any Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementhereby)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Borrowers jointly and severally hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, pay within 15 days following written demand by the Agent (iother than any payments due on the Initial Borrowing Date, which the Borrower shall pay on such date) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers and Agent's local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Agent and, after the occurrence and during the continuance of an Event of Default, each of the Agents and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for the Agent and, after the occurrence and during the continuance of an Event of Default, for each of the Agents Banks); (ii) pay within 15 days following written demand by the Agent (other than any payments due on the Initial Borrowing Date, which the Borrower shall pay on such date) and for hold each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders Banks harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such LenderBank) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Agent and each LenderBank, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated hereinherein (including, without limitation, the Acquisition) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with Holdings, any of its Subsidiaries or the Vessel their business or property operations or any Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Agent or any Lender Bank set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian counsel, Isle of Man counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, Xxxxxxx Xxxx & Xxxxxxx, a single law firm engaged by any Agent (other than DBAB) to review credit documentation (to the extent the fees and expenses of such single law firm do not exceed $50,000) and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty 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 (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and for each of the Lenders); (iii) pay and hold each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer 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 the Facility Agent Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty 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 any Letter of Credit Document or Bank Guaranty or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, White & Case LLP and the Administrative Agent’s other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, of the Administrative Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; (ii) pay all documented outAgreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-of-pocket costs and expenses Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or litigation, other proceeding or any other circumstance (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance by Holdings or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or property), or any Environmental Claim asserted against the Borrower Holdings, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries or (c) any action pursuant to, or any failure to comply with, Section 13.21, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, pay within 15 days following written demand by the Administrative Agent (iother than any payments due on the Effective Date, which the Borrower shall pay on such date) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers and Administrative Agent's local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each the Administrative Agent and, after the occurrence and during the continuance of the Agents and an Event of Default, for each of the Lenders); (iiiii) pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated hereinherein (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 on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with Holdings, any of its Subsidiaries or the Vessel their business or property operations or any Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified). To the extent that the undertaking to indemnify, pay or hold harmless each of -91- 98 the Agents Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers Administrative Agent’s local maritime counsel and local counselthe Administrative Agent’s consultants) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Administrative Agent and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Vessel or Real Property at any time owned owned, operated or operated occupied by the Parent, either Borrower, or any of the Parent’s Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials by the Parent, either Borrower or any of the Parent’s Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerParent, either Borrower or any of the Parent’s Subsidiaries, the non-compliance of the any Vessel or property with foreign, federal, state Real Property and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to the any Vessel or propertyReal Property, or any Environmental Claim asserted against the Parent, either Borrower or any of the Parent’s Subsidiaries, or any Vessel or property Real Property at any time owned owned, operated or operated occupied by the BorrowerParent, either Borrower or any of the Parent’s Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower Payer hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Payee (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, White & Case LLP and the Lender’s other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the preparation, execution execution, delivery and delivery administration of this Agreement and the any other Credit Documents Reimbursement Document and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Reimbursement Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each of the Agents Payee and for each of the Lenders); (iiiii) pay and hold the Facility Agent and each of the Lenders Payee harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent and save each of the Lenders Payee harmless 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 Facility Agent or such LenderPayee) to pay such taxes; (iii) pay and hold the Payee harmless from and against all expenses, claims and liabilities incurred by the Payee in connection with its financing arrangements, but excluding principal and interest obligations related thereto (it being understood and agreed that gross-up obligations in respect of withholding taxes are not interest obligations for purposes of this exclusion) and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each LenderPayee, and each of their its respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ax) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender Payee is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Endeavour Party) related to the entering into and/or performance of this Agreement or any other Credit Reimbursement Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Reimbursement Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documentsherein, or (by) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased, used by or operated by Holdings or any of its Subsidiaries or any of their respective predecessors (but with respect to formerly owned, leased, used or operated Real Properties, only to the Borrowerextent arising from the acts or omissions of Holdings or any of its Subsidiaries), the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Holdings or any of its Subsidiaries or any of their respective predecessors at any location, whether or not owned owned, leased, used by or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance by Holdings or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any claim under any Environmental Claim Law asserted against the Borrower Holdings, any of its Subsidiaries or the Vessel any of their respective predecessors or property any Real Property at any time owned owned, leased, used by or operated by the Borrowersuch entity, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Payee set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Holdings shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agents, the Collateral Agent, the Intermediate Holdco Paying Agent, and the Deposit Bank (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents (including, without limitation, with respect to the Intermediate Holdco Refinancing, the Intermediate Holdco Prepayment Consummation and the administration of the Credit-Linked Deposit Account and the Credit-Linked Deposits) and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or entered into or delivered in connection therewith (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and for each of the Lenders); (iii) pay and hold each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank 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 the Facility Agent Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents and Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank each Lender, each affiliate of the foregoing Persons and each of their respective officers, directors, employees, representatives, trustees, employeesadvisors, representatives and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank any Lender, any -216- Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit, Bank Guaranty, any Intermediate Holdco Repayment Funds, Credit-Linked Deposit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer, the Intermediate Holdco Paying Agent, the Deposit Bank, or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower agrees Borrowers jointly and severally agree that it they shall: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable and documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other one primary counsel to the Facility Agent and the Lead Arrangers and one local counselor foreign counsel in each applicable jurisdiction) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Agents in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses , of each Issuing Bank and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons 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 reasonable and documented fees and disbursements of one primary counsel (excluding in-house counsel) for the Agents, taken as a whole, and one local counsel for the Agents, taken as a whole, in each of the Agents and for each of the Lendersapplicable jurisdiction); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than indemnify each Lender (including in respect of a wrongful failure by any its capacity as Agent, Swingline Lender to fund and/or Issuing Bank) and its Commitments as required by this Agreement, indemnify the Agents and each Lenderaffiliates, and each of their respective officersofficer, directorsdirector, trusteestrustee, employeesemployee, representatives representative, advisor and agents agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ fees, documented out-of-pocket disbursements and consultants’ fees other charges of one counsel to the Indemnified Persons, taken as a whole, and disbursementsone local counsel to the Indemnified Persons taken as a whole in each applicable jurisdiction; provided that if one or more Indemnified Persons shall have concluded that (i) there are legal defenses available to it that are different from or in addition to those available to one or more other Indemnified Persons or (ii) the representation of the Indemnified Persons (or any portion thereof) by the same counsel would be inappropriate due to differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such relevant Indemnified Persons, in each relevant jurisdiction) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned or operated by the Borrowerany Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any locationReal Property, whether or not owned or operated by the Borrowerany Borrower or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower against, in connection with or the Vessel arising from, any Borrower, any of its Subsidiaries or property any Real Property at any time owned or operated by the Borrowerany 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, penalties, actions, judgments, suits, costs, disbursements damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the such Indemnified Person to be indemnified or its Related Parties, or material breach in bad faith of this Agreement by reason such Indemnified Person or its Related Parties; in each case as determined by a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees Credit Parties jointly and severally agree that it shallthey will: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of (x) the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx White & Case LLP, Bahamian counsel, Bermudian counsel, other as special U.S. counsel to the Facility Agent Agents, Claro y Cía, as special Chilean counsel to the Agents and Walkers, special Cayman Islands counsel to the Lead Arrangers and local counselAgents) in connection with (a) the 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 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 counsel and consultants) in connection with any amendment, waiver or consent relating hereto to this Agreement or thereto, any other Credit Document and any document or instrument referred to herein or therein and (bz) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each of the Agents Agent and counsel for each of the Lenders); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility such Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents each Agent and each Lender, and each of their respective affiliates, officers, directors, trustees, employees, advisors and representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of any the Loans hereunder or the consummation of any transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or including, 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, includingeach case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: (i) whether or not the transactions contemplated herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agent and each Joint Lead Arranger (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel which shall be limited to the Facility Agent fees and the Lead Arrangers expenses of White & Case LLP and such other relevant local counsel) counsel as may be retained in connection with (a) security matters), in connection with the preparation, execution execution, delivery and delivery performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and therein, any amendment, waiver or consent relating hereto or thereto, of each Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed each Joint Lead Arranger in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Agents Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each the Administrative Agent and, following an Event of the Agents and Default, for each of the Lenders); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents each Joint Lead Arranger and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent, any Joint Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned, leased or at any time owned or operated by the BorrowerBorrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance of any Real Property owned, leased or operated by the Vessel Borrower or property any of its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertysuch Real Property, or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel any Real Property owned, leased or property at any time owned or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision) or to the extent incurred as a result of actions taken by reason of a failure party other than the Borrower or its Subsidiaries after the Real Property is no longer owned, leased or operated by the Person to be indemnified to fund Borrower or its Commitments as required by this AgreementSubsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-IPEX Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian counsel, Delaware counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents and their respective affiliates (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, & Xxxxxxxx LLP and the Agents’ other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Agents in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Agents and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Agents and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, the Swingline Lender, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Swingline Lender, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Swingline Lender, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Swingline Lender, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or (b) the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Magellan shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other similar information transmission systems in connection with this Agreement other than for direct or actual damages resulting from the gross negligence or willful misconduct on the part of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision). To the fullest extent permitted by applicable law, no Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Documents or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date).

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers hereby agree to: whether or not the transactions herein contemplated are consummated, (ia) pay all reasonable and documented out-of-pocket costs and expenses of each of the Agents Administrative Agent and the Pari Passu Collateral Agent (including, without limitation, including the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPCravath, Bahamian counselSwaine & Mxxxx LLP and, Bermudian counselif reasonably necessary, other maritime counsel and a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to the Facility Agent and the Lead Arrangers and local counselsuch affected parties similarly situated) in connection with (a) the preparation, execution and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and in connection with the preparation, negotiation, execution, delivery and administration of any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (includingor protection of their rights hereunder or thereunder or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings, without limitationprovided, however, that the fees Loan Parties shall not be responsible for fees, costs, out-of-pocket expenses and disbursements of legal counsel (excluding in-house counsel) for each of the Agents Administrative Agent and for each the Pari Passu Collateral Agent incurred in connection with the preparation and negotiation of the Lenders)Loan Documents on or prior to the Effective Date; (iiib) pay and hold the Facility Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit other Loan Document or any payment thereunder, and save the Facility Administrative Agent 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 the Facility Administrative Agent or such Lender) to pay such taxes; and (ivc) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officersAffiliates and Related Parties (each, directors, trustees, employees, representatives and agents an "Indemnified Party") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ including, without limitation, the fees, charges and consultants’ fees disbursements of one firm of counsel for all such Indemnified Parties, taken as a whole, and, if necessary, of a single firm of maritime counsel and disbursementsa single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any claim, investigation, litigation or other proceeding (whether or not any of the Agents or any Lender Indemnified Party is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or any third party) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein, herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (bii) the actual or alleged presence or Release of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Vessel or Real Property at any time owned owned, leased or operated by any of the BorrowerBorrowers or any of their Subsidiaries, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials by any of the Borrowers or any of their Restricted Subsidiaries at any location, whether or not owned owned, leased or operated by any of the BorrowerBorrowers or any of their Subsidiaries, the non-compliance of the Vessel or property noncompliance with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to the any Vessel or propertyReal Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their Subsidiaries, or any Environmental Claim asserted against related to the Borrower or the any of its Subsidiaries, or any Vessel or property Real Property at any time owned owned, leased, operated or operated occupied by any of the BorrowerBorrowers or any of their Subsidiaries, including, without limitationin each case, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation litigation, claim or other proceeding (but excluding proceeding, or any other liability or obligation under Environmental Law relating in any way to the Borrower or its Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements penalties or expenses liabilities (a) to the extent incurred determined by reason a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of such Indemnified Party, (b) to the Person to be indemnified or by reason of extent resulting from a failure claim brought by the Person Parent or any of its Subsidiaries against such Indemnified Party for material breach in bad faith of such Indemnified Party's obligations hereunder, if the Parent or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary's favor on such claim, as determined by a court of competent jurisdiction or (c) to be indemnified to fund the extent resulting from a proceeding that does not involve an act or omission by the Parent or any of its Commitments as required Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Joint Global Coordinator, Joint Bookrunner, arranger, bookrunner or agent in its capacity as, or in fulfilling its role as, Joint Global Coordinator, Joint Bookrunner, arranger, bookrunner or agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Party set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Without limiting the Borrowers' reimbursement, indemnification and contribution obligations set forth in this Section 10.01, in no event will such Indemnified Party have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnified Party's activities related to this Agreement or the other Loan Documents. In no event will the Borrowers have any liability to the Indemnified Parties for any indirect, consequential, special or punitive damages in connection with or as a result of the Borrowers' activities relating to this Agreement or the other Loan Documents, other than reimbursement, indemnity and contribution obligations set forth in this Section 10.01 relating to indirect, consequential, special or punitive damages for which an Indemnified Party is liable.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each (including Expenses) of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, & Xxxxxxx LLP and the Administrative Agent’s other counsel to the Facility Agent and consultants and the Lead Arrangers fees and local counselexpenses in connection with the appraisals and collateral examinations required pursuant to Section 9.02) in connection with (a) the 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, waiver or consent relating hereto or thereto, of the Administrative Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Administrative Agent and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiib) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes (collectively, the “Other Taxes”) with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (ivc) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by US Company or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, the non-compliance by US Company or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower US Company, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Credit Parties jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawApplicable Law. In addition, the Credit Parties jointly and severally agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04 or Section 5.05, as applicable.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx Norton Rxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower agrees that it shallU.S. Credit Parties hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Facility Agent and its affiliates (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, White & Case LLP and each Facility Agent’s other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, of each Facility Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each Facility Agent and, after the occurrence of the Agents and an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the fees and disbursements of counsel (excluding in-house counsel) and consultants for the Facility Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iii) pay and hold each Facility Agent, each of the Facility Agent Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, documentary transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each Facility Agent, each of the Facility Agent Issuing Lenders 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 the such Facility Agent Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any indemnify each Facility Agent, each Issuing Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (individually, an “Indemnitee”, and collectively, the “Indemnitees”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actionsRemedial Actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender Indemnitee is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any losses, liabilities, claims, damages or expenses to the extent (x) incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) brought solely by an Affiliate of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerAleris or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Aleris or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerAleris or any of its Subsidiaries, the non-compliance by Aleris or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Aleris, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerAleris or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent (x) incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure final and non-appealable decision), (y) brought solely by an Affiliate of the Person to be indemnified indemnified) or (z) resulting solely from acts or omissions by Persons other than Aleris and its Subsidiaries with respect to fund its Commitments as the applicable Real Property after the Administrative Agent sells the respective Real Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure; provided that the Credit Parties shall not be required by this Agreement)to reimburse the legal fees and expenses of more than one outside counsel (in addition to and necessary or advisable special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, in the written opinion of outside counsel reasonably satisfactory to the Credit Parties and the Administrative Agent, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Facility Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. None of Indemnitees shall be responsible or liable to the Credit Parties or any other Person for (and each of the Credit Parties hereby waives) any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of the Credit Documents or the transactions contemplated hereby and thereby.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (a) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each (including Expenses) of the Agents Administrative Agent and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, & Xxxxxxx LLP and the Administrative Agent’s and Collateral Agent’s other counsel to the Facility Agent and consultants and the Lead Arrangers fees and local counselexpenses in connection with the appraisals and collateral examinations required pursuant to Section 9.02) in connection with (a) the 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, waiver or consent relating hereto or thereto, of the Administrative Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent and the Collateral Agent and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiib) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise, court or documentary, transferintangible, sales and userecording, value added, excise filing and other similar taxes documentary Taxes with respect to the foregoing mattersmatters (collectively, the performance “Other Taxes”, provided that the definition of any obligation under this Agreement or any Credit Document or any payment thereunder“Other Taxes” shall exclude Other Connection Taxes imposed with respect to an assignment, except an assignment made pursuant to Section 2.13) and save the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender or such Lender) to pay such taxesOther Taxes; and (ivc) indemnify each Arranger, the Administrative Agent, the Collateral Agent, each other than in respect of a wrongful failure by any Agent, each Issuing Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and their respective Affiliates, and each of their the respective officers, directors, trusteespartners, managers, employees, representatives representatives, agents, trustees and agents investment advisors of the foregoing (collectively, the “Indemnified Persons”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including in connection with any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) relating to the foregoing or (bii) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by US Company or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, the non-compliance by US Company or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower US Company, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerUS Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding therewith (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Credit Parties jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under Applicable Law. In addition, the Credit Parties jointly and severally agree to reimburse the Administrative Agent and the Collateral Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. For the avoidance of doubt, except with respect to Other Taxes, this Section 13.01 shall not apply to Taxes which shall be governed by Section 5.04, Section 5.05 or Section 5.06, as applicable, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the full extent permitted by applicable law, each of US Company and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPEnglish counsel, Bahamian counsel, Bermudian counsel, Isle of Man counsel, other counsel to the Facility Agent and the Joint Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Collateral 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Collateral Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Collateral Vessel or property, or any Environmental Claim asserted against the Borrower or the Collateral Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, pay (iA) pay all reasonable documented out-of-pocket costs and expenses of each the Administrative Agent (for purposes of this Section 12.01, the Agents term "Administrative Agent" shall include BTCo in its capacity as Administrative Agent pursuant to the Vestar Guaranty) (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other White & Case LLP and one local counsel to the Facility Agent and the Lead Arrangers and local counselin each jurisdiction) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein therein, (B) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent) in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers the determination of compliance or non-compliance by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after Borrower and its Subsidiaries with the Effective Date provisions hereof or thereof, including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; Permitted Acquisitions, (iiC) pay all documented reasonable fees and disbursements of consultants and advisors retained by the Administrative Agent or its counsel in connection with the administration of the Credit Documents, but only to the extent retained after a determination by the Administrative Agent (in its sole discretion) that such retention is advisable to protect the interests of the Banks in light of underperformance by, or other distressed situation relating to, the Borrower and its Subsidiaries taken as a whole, (D) all reasonable out-of-pocket costs and expenses of each the Administrative Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (E) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Agents Administrative Agent and for each of the LendersBanks); (iiiii) pay and hold the Facility Agent and each of the Lenders Banks harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing mattersexecution, the performance delivery or enforcement of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Facility Agent document or instrument referred to therein or herein 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 the Facility Agent or such LenderBank) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementdefend, protect, indemnify and hold harmless the Agents Administrative Agent, each Bank and each Lenderof their respective Affiliates, and each of their respective officers, directors, trustees, employees, representatives representatives, attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.the

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agent (which shall include for all purposes in this Section 13.01, without limitation, any successor Agent contemplated by Section 12.0912.11, including any such successor Agent appointed following a Mandatory Resignation) (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and each Agent’s other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, of each Agent and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed its Affiliates in respect of such transfers, and all respective connection with its or their syndication efforts with respect to this Agreement; Agreement and of each Agent (iiincluding, without limitation, any successor Agent contemplated by Section 12.0912.11, including any such successor Agent appointed following a Mandatory Resignation) pay all documented out-of-pocket costs and, after the occurrence and expenses during the continuance of an Event of Default, each of the Agents Issuing Lenders and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reason-able fees and disbursements of counsel (excluding in-house counsel) and consultants for each Agent and, after the occurrence and during the continuance of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) without duplication with Section 5.04(a), pay and hold each Agent, each of the Facility Agent Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save each Agent, each of the Facility Agent Issuing Lenders 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 the Facility Agent such Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any indemnify each Agent, each Issuing Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnitee”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) of whatsoever kind or nature incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such a demand do not strictly comply with the terms of such Letter of Credit) or the consummation of any transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments or in any other way relating to or arising out of this Agreement or any other Credit Document, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance by the Borrower or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or property), or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For the avoidance of doubt, except as expressly provided herein, this Section 13.01 shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, claims, damages or expenses arising from any non-Tax claim. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Norton Xxxx Xxxxxxxxx LLP, Bahamian counsel, Bermudian Bermuda counsel, other counsel to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in ​ ​ connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the above, it is agreed that costs, fees, expenses and other compensation arising in respect of the initial syndication of the Loans of the type referred to in Section 6.05 shall not include any such costs, fees and expenses and other compensation arising solely in respect of legal advice to the Lenders to explain the technical and/or structural aspects of the Hermes and CIRR issues.

Payment of Expenses, etc. The Borrower agrees that it shall: (i) whether or not the transactions herein contemplated are consummated, pay within 15 days following written demand by the Administrative Agent (iother than any payments due on the Effective Date, which the Borrower shall pay on such date) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent White & Case LLP and the Lead Arrangers and Administrative Agent's local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each the Administrative Agent and, after the occurrence and during the continuance of the Agents and an Event of Default, for each of the Lenders); (iiiii) pay within 15 days following written demand by the Administrative Agent (other than any payments due on the Effective Date, which the Borrower shall pay on such date) and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated hereinherein (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 on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with Holdings, any of its Subsidiaries or the Vessel their business or property operations or any Real Property owned or at any time owned or operated by the BorrowerHoldings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPGardner, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent Carton & Douglas and the Lead Arrangers and local counselAdministrative Agent's other counsxx xxx consultants) in connection xx xxxnection with (a) the 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, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents and Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each the Administrative Agent and, after the occurrence of the Agents and an Event of Default, counsel for each of the Lenders); (iiiii) pay and hold the Facility Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value addedcourt, excise and other similar taxes documentary taxes, charges or similar levies with respect to the foregoing mattersmatters (collectively, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder"Other Taxes"), and save the Facility Administrative Agent 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 the Facility Administrative Agent or such Lender) to pay such taxesOther Taxes; (iii) indemnify the Administrative Agent and each Lender for (a) the full amount of Other Taxes paid by the Administrative Agent and/or such Lender, and (b) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any actual or prospective claim, investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance by the Borrower or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. All amounts due under this Section 13.1 shall be payable within ten days after demand therefor.

Payment of Expenses, etc. The (a) Within ten Business Days of receipt of a written invoice (containing summary detail and redacted to preserve privilege), with a copy provided to the U.S. Trustee, counsel to the Debtors and counsel to the Committee, the Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) shall pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx Lxxxxx & Wxxxxxx LLP, Bahamian counselYxxxx Cxxxxxx Stargatt & Txxxxx LLP, Bermudian counsel, other counsel to the Facility Agent Blank Rome LLP and the Lead Arrangers Agent’s local counsel and local counselthe Agent’s consultants and advisers) incurred in connection with (a) the preparationconsideration, execution investigation, negotiation, documentation, execution, consummation, delivery, administration, amendment and delivery enforcement of the Interim Order, the Final Order, this Agreement and Agreement, 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 (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during participation in the period falling 6 months after the Effective Date includingChapter 11 Cases, including without limitation, all documents requested to be executed in respect of such transferslegal, accounting, appraisal, investigation, audit, inspection, insurance, title insurance, and all respective syndication efforts with respect to this Agreement; other similar fees and costs, regardless of whether or not the Loan or any other financing is consummated (ii) pay all documented out-of-pocket costs and expenses of each the “Expenses”), provided there has been no objection by the U.S. Trustee, the Debtors or the Committee received by the Agent within ten days after their receipt of the Agents foregoing invoice (an “Objection”). Any written Objection to such fees or expenses must contain a specific basis for the Objection and each a quantification of the Lenders in connection with the enforcement undisputed amount of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the fees and disbursements of counsel (excluding in-house counsel) for each expenses invoiced; failure to object with specificity or to quantify the undisputed amount of the Agents invoice subject to such objection will constitute a waiver of any objection to such invoice. None of such costs, fees, charges, and for each expenses shall be subject to Bankruptcy Court approval or required to be maintained in accordance with the United States Trustee Guidelines and no recipient of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes such payment shall be required to file with respect to thereto any interim or final fee application with the foregoing mattersBankruptcy Court; provided, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 that to the extent attributable the Debtors fail to reimburse the Facility Agent or and/or the Lenders for any such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred byexpenses that are not subject to objection as provided herein, imposed on the applicable professionals shall be permitted to apply any amounts held in escrow or assessed against any of them as a result ofretainer (whether obtained prior to, on, or arising out ofafter, or in the Petition Date) against such unpaid fees and expenses without the need to file any way related toapplication with the Bankruptcy Court; provided, or by reason offurther, (a) that the Bankruptcy Court shall have jurisdiction to determine any investigationdispute concerning such invoices; provided, litigation or other proceeding (whether or not any however, if an objection to a professional’s invoice is timely received, the Debtors shall only be required to timely pay the undisputed amount of the Agents or any Lender is a party thereto) related invoice and the Bankruptcy Court shall have jurisdiction to determine the entering into and/or performance disputed portion of this Agreement or any other Credit Document or such invoice if the proceeds of any Loans hereunder or parties are unable to resolve the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawdispute.

Payment of Expenses, etc. The Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPXxxxxxx, Bahamian counsel, Bermudian counsel, Carton & Xxxxxxx and the Administrative Agent's other counsel to the Facility Agent and the Lead Arrangers and local counselconsultants) in connection with (a) the 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, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Administrative Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents and Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each the Administrative Agent and, after the occurrence of the Agents and an Event of Default, counsel for each of the Lenders); (iiiii) pay and hold the Facility Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value addedcourt, excise and other similar taxes documentary taxes, charges or similar levies with respect to the foregoing mattersmatters (collectively, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder"Other Taxes"), and save the Facility Administrative Agent 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 the Facility Administrative Agent or such Lender) to pay such taxesOther Taxes; (iii) indemnify the Administrative Agent and each Lender for (a) the full amount of Other Taxes paid by the Administrative Agent and/or such Lender, and (b) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any actual or prospective claim, investigation, litigation or other proceeding (whether or not any of the Agents Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance by the Borrower or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. All amounts due under this Section 13.1 shall be payable within ten days after demand therefor.

Payment of Expenses, etc. (a) The Borrower agrees that it shallBorrowers hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each (including Expenses) of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, White & Case LLP and the Agents' other counsel to the Facility Agent and consultants and the Lead Arrangers fees and local counselexpenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(1)) in connection with (a) the 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 actual or proposed amendment, waiver or consent relating hereto or thereto, of the Agents and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed their respective 211 Affiliates in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and one counsel for all of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Agents and, after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, the Collateral Agent, each of the Issuing Lenders, each Co-Collateral Agent, and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance matters (including as a result of any obligation under this assignment pursuant to Section 13.04(b), whether by Assumption Agreement or any Credit Document or any payment thereunderotherwise, if the Australian Borrowers do anything which causes them to change the state in which they are resident where that change causes duty to be payable on an assignment of debt) and save the Facility Administrative Agent, the Collateral Agent, each of the Issuing Lenders, each Co-Collateral Agent 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 the Facility Administrative Agent, the Collateral Agent, such Issuing Lender, such Co-Collateral Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Collateral Agent, each Co-Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, Affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent, any of the Agents Co-Collateral Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bB) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, the non-compliance by Holdings or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Holdings, any of its Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the BorrowerHoldings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, 212 claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent, the Collateral Agent and the Co-Collateral Agents for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. The Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers White & Case LLP and local and foreign counsel) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and of the Administrative Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed of each Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; provided, however, that the Credit Agreement Parties shall not be obligated to pay legal fees and expenses of counsel incurred in connection with the initial negotiation, preparation, execution and delivery of the Credit Documents other than the legal fees and expenses of White & Case LLP, Xxxxxxx Xxxx & Xxxxxxx, a single law firm engaged by any Agent (other than DBAG) to review credit documentation (to the extent the fees and expenses of such single law firm do not exceed $50,000) and such other local and foreign counsel as may be engaged by the Administrative Agent to address issues arising in connection with the Transaction and/or to prepare security documentation governed by local or foreign law; (ii) pay all documented reasonable out-of-pocket costs and expenses of each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty 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 (including, without limitation, the reasonable fees and disbursements of counsel) and the protection of the rights of each Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (excluding including in-house counsel) for each of Agent, the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and for each of the Lenders); (iii) pay and hold each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save each of the Facility Agent Agents, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer 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 the Facility Agent Agents, the Collateral Agent, such Issuing Lender, such Bank Guaranty Issuer or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreementindemnify each Agent, indemnify the Agents Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, trustees and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty 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 any Letter of Credit Document or Bank Guaranty or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein, or in by any other Credit Document or the exercise or enforcement of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified), or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower in connection with or the Vessel relating to any Credit Party, any of its Subsidiaries or property any of their operations or activities or any Real Property at any time owned owned, leased or operated by the Borrowerany Credit Party or any of its Subsidiaries, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, such liabilities, claimsobligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreementindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless each of any Agent, the Agents Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall Credit Agreement Parties hereby agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents Administrative Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, Xxxxxxxxxx Xxxxxxxx LLP and other counsel to the Facility Administrative Agent and the Lead Arrangers all appraisal fees, trustee’s fees, documentary and local counselrecording taxes, title insurance and recording, filing and other expenses) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed Joint Book Managers in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the Agents Administrative Agent and, after the occurrence and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for each the Administrative Agent and, after the occurrence and during the continuation of the Agents and an Event of Default, counsel for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save each of the Facility Agent Administrative Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents and agents affiliates from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any of the Agents Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any of the transactions contemplated herein, herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged or threatened presence or Release of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned, leased or at any time owned or operated by the BorrowerBorrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerBorrower or any of its Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Borrower, any of its Subsidiaries or the Vessel any Real Property owned, leased or property at any time owned or operated by the BorrowerBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified or (as determined by reason a court of competent jurisdiction in a failure by the Person to be indemnified to fund its Commitments as required by this Agreementfinal and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Each reference to Administrative Agent in this Section 13.01 shall be deemed to refer also to the Collateral Agent.

Payment of Expenses, etc. The Borrower agrees that it shall: whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPEnglish counsel, Bahamian counsel, Bermudian counsel, Delaware counsel, other counsel to the Facility Agent and the Joint Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each 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 fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Collateral 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, the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Collateral Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Collateral Vessel or property, or any Environmental Claim asserted against the Borrower or the Collateral Vessel or property at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees that it shallBorrowers hereby agree to: (a) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses (including Expenses) of each of (i) the Agents Administrative Agent and the Collateral Agent (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLPBlank Rome LLP and the Administrative Agent’s and Collateral Agent’s one local counsel in each applicable jurisdiction (if applicable) and, Bahamian in the case of the UK Security Documents to be executed in connection with the Closing Date, one additional local counsel, Bermudian counsel, other counsel to the Facility Agent and consultants and the Lead Arrangers fees and local counselexpenses in connection with the appraisals and collateral examinations required pursuant to Section 9.01(l)) in connection with (a) the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, thereto and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) and consultants for the Administrative Agent, the Collateral Agent and after the occurrence of an Event of Default, counsel for each of the Agents Issuing Lenders and for each of the Lenders); (iiib) pay and hold the Facility Agent Administrative Agent, the Collateral Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Collateral Agent, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (ivc) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, trustees, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements and all fees, expenses and costs incurred by any Indemnified Person in connection with any dispute, action, claim or suit brought to enforce the right to indemnification) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not he Administrative Agent, the Collateral Agent, any of the Agents Issuing Lender or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any transactions other transaction contemplated herein, herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsLoan Documents (including without limitation any amount payable by an Agent to a bank under a control agreement, including any amount for fees, expenses or indemnification of the bank), or (bii) the any actual or alleged presence or Release of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property at any time currently or formerly owned or operated by the Borrowerany Parent Guarantor, the generation, storage, transportation, handling, disposal Borrower Agent or Environmental Release any of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertytheir Subsidiaries, or any Environmental Claim asserted against related in any way to any Parent Guarantor, the Borrower Agent, any of their Subsidiaries or the Vessel or property any Real Property at any time owned owned, leased or operated by the Borrower, including, without limitationany Parent Guarantor, the reasonable fees and disbursements Borrower Agent or any of counsel and other consultants incurred in connection with their Subsidiaries, provided that indemnity shall not, as to any Indemnified Person, be available to the extent that such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penaltiesliabilities, actions, judgments, suits, costs, disbursements penalties or related expenses (x) are determined by a court of competent jurisdiction by final judgment to the extent incurred by reason of have resulted primarily from (1) the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or (2) a material breach of the obligations under this Agreement of such Indemnified Person or any of such Indemnified Person’s Affiliates or of any of its or their respective officers, directors, employees, Agents, advisors or other representatives of the foregoing under this Agreement to be indemnified the extent caused by such Indemnified Person’s gross negligence, bad faith or willful misconduct or (y) result from any proceeding (other than a proceeding by reason or against the Administrative Agent or the Collateral Agent acting in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, Agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnified Persons not arising from any act or omission of a failure by the Person to be indemnified to fund Loan Party or any of its Commitments as required by this Agreement)Affiliates. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the full extent permitted by applicable law, no Loan Party 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, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transaction contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transaction contemplated hereby or thereby, except to the extent the liability of such -129- Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrowers agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder.

Payment of Expenses, etc. The Borrower agrees that it Borrowers shall: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the DIP Agent and the DIP Collateral Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx White & Case LLP, Bahamian counselBlake, Bermudian counsel, other counsel to the Facility Agent and the Lead Arrangers and Cassxxx & Xrayxxx xxx local counsel) in connection with (a) the preparation, execution execution, delivery and delivery administration of this Agreement and the other DIP Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during of the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed DIP Agent in respect of such transfers, and all respective connection with its syndication efforts with respect to this Agreement; (ii) pay all documented out-of-pocket costs Agreement and expenses of each of the DIP Agent and the DIP Collateral Agents and, following and during the continuation of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other DIP Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each the DIP Agent and the DIP Collateral Agents and, following and during the continuation of the Agents and an Event of Default, for each of the Lenders)) which expenses shall include, without being limited to the cost of record searches, the reasonable fees and expenses of attorneys and paralegals, all reasonable costs and expenses incurred by the DIP Agent and the DIP Collateral Agents in opening bank accounts, depositing checks, electronically or otherwise receiving and transferring funds, and any charges imposed on the DIP Agent and the DIP Collateral Agents due to insufficient funds of deposited checks and the standard fees of the DIP Agent and the DIP Collateral Agents relating thereto, collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers or other consultants, experts or advisors employed or retained by the DIP Agent and the DIP Collateral Agents; (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent 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 the Facility Agent or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the DIP Agent, the DIP Collateral Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents (each, an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) (all of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements collectively, the "Indemnified Amounts") incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the DIP Agent, the DIP Collateral Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other DIP Credit Document or the use of any Letter of Credit or the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein, herein or in any other DIP Credit Document or the exercise of any of their rights or remedies provided herein or in the other DIP Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any property Real Property owned or at any time owned or operated by the BorrowerBorrowers or any of their Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the BorrowerBorrowers or any of their Subsidiaries, the non-compliance of the Vessel or property any Real Property with foreign, federal, state state, provincial and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to the Vessel or propertyany Real Property, or any Environmental Claim asserted against the Borrower Borrowers, any of their Subsidiaries or the Vessel any Real Property owned or property at any time owned or operated by the BorrowerBorrowers or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified indemnified); provided, however, that no Borrower shall have any obligation to any Indemnitee for any Indemnified Amounts to the extent such Indemnified Amounts resulted from the gross negligence or willful misconduct of such Indemnitee as determined by reason a court of a failure by the Person to be indemnified to fund its Commitments as required by this Agreement)competent jurisdiction. To the extent that the undertaking to indemnify, pay or hold harmless each of the DIP Agent, the DIP Collateral Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. (a) The Borrower agrees that it shallBorrowers hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated are consummated, (i) pay all reasonable documented and documented, in the case of expenses not related to enforcement, out-of-pocket costs and expenses of each (including Expenses) of the Agents (including, without limitation, the reasonable documented fees and disbursements of Xxxxxx Xxxx LLP, Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent Agents and any local counsel retained by the Agents, and the Lead Arrangers reasonable and local counseldocumented fees and expenses in connection with the appraisals and collateral examinations required pursuant to Sections 6(t) and 9.06(b)) in connection with (a) the preparation, execution negotiation, execution, delivery, consummation and delivery administration of this Agreement and the other Credit -189- Loan Documents and the documents and instruments referred to herein and therein and any actual or proposed amendment, waiver or consent relating hereto or thereto, of the Agents and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents requested to be executed their respective Affiliates in respect of such transfers, and all respective connection with their syndication efforts with respect to this Agreement; (ii) pay all documented outAgreement and of the Agents, the Issuing Lenders in connection with the Letter of Credit Back-of-pocket costs Stop Arrangements entered into by such Persons, and expenses of each of the Agents and each of the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights and remedies under this Agreement and the other Credit Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Insolvency Law) and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders); (iiiii) pay and hold the Facility Agent Administrative Agent, the Collateral Agent, theeach Swingline Lender, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, matters and save the Facility Agent Administrative Agent, the Collateral Agent, theeach Swingline Lender, each of the Issuing Lenders 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 the Facility Agent Administrative Agent, the Collateral Agent, thesuch Swingline Lender, such Issuing Lender or such Lender) to pay such taxes; and (iviii) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Agents Administrative Agent (including without limitation in its capacity as agent for the Borrowers pursuant to Section 13.0513.15), the Collateral Agent, theeach Swingline Lender, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, Affiliates, trustees, employeesattorneys and investment advisors (each, representatives and agents an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, demands, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Indemnified Costs”) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (aA) the execution, delivery, enforcement, performance or administration of any investigation, litigation or other proceeding (whether or not any of the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement Loan Document or any other Credit Document agreement, letter or instrument delivered in connection with the proceeds of any Loans hereunder transactions contemplated thereby or the consummation of any the transactions contemplated hereinthereby, (B) any Commitment, Loan or in any other Letter of Credit Document or the exercise use or proposed use thereof or of any of their rights or remedies provided herein or in the other Credit Documentsproceeds therefrom, or (bC) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any real property or facility at any time owned owned, leased, used or operated by the BorrowerAbitibiBowaterResolute or any of its Subsidiaries, the generation, storage, transportation, handling, handling or disposal or Environmental Release of Hazardous Materials by AbitibiBowaterResolute or any of its Subsidiaries at any location, whether or not owned owned, leased or operated by the BorrowerAbitibiBowaterResolute or any of its Subsidiaries, the non-non compliance by AbitibiBowaterResolute or any of the Vessel or property its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to the Vessel any current or former real property, or any Environmental Claim environmental claim asserted against the Borrower AbitibiBowaterResolute, any of its Subsidiaries or the Vessel or any real property at any time owned owned, leased or operated by the BorrowerAbitibiBowaterResolute or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants consultant incurred in connection with any such investigation, litigation or other proceeding or (but excluding D) any lossesactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, -190- tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnified Person is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnified Person; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, claimsobligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements or expenses to the extent incurred by reason of resulted from the gross negligence negligence, or willful misconduct of such Indemnified Person or of any affiliate, director, officer, partner, employee, agent or attorney-in-fact of such Indemnified Person, as determined by the Person to be indemnified or by reason final judgment of a failure court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by the Person to be indemnified to fund its Commitments as required by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Person or the Borrowers or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnified Person or any other Person, whether or not any Indemnified Person is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. To the extent that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender Indemnified Person set forth in the preceding sentence this Section 13.01 may be unenforceable because it violates is violative of any law or public policy, the Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent, the Collateral Agent and the Collateral Agent for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder.