Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes.

Payment of Expenses, etc. The Parent Borrower agrees to pay (or reimburse the Administrative Agentupon presentation of a summary statement, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of incurred by the Administrative Agent and the Collateral Agent in connection with with: (i) the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the CommitmentsCommitments (including reasonable due diligence expenses, includingreasonable syndication expenses, without limitation, the reasonable travel expenses and documented reasonable legal fees and disbursements expenses of one outside transaction counsel to for the Administrative Agent Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably necessary, of one local counsel in each any material relevant jurisdiction); (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, modification or waiver or consent relating to any of the Loan Documents that are requested by any Credit Partythe Parent Borrower; (iii) creating and perfecting Liens in favor of the Collateral Agent, includingfor the benefit of Secured Creditors; (iv) the exercise of remedies under Section 8.02, without limitation, (including the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Collateral Agent and the Lenders, one counsel in each relevant jurisdiction taken as a whole, and, if reasonably necessary or advisable in the judgment necessary, of the affected person in the case of an actual or perceived conflict of interest, an additional one local counsel in each such applicable jurisdictionany material relevant jurisdiction and separate litigation or bankruptcy counsel); and (ivv) subject to upon the exercise of remedies under Section 3.038.02, all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and all present and future stamp and other similar taxes with respect to the foregoing matters and save agents employed or retained by the Administrative Agent and each its counsel) in connection with such exercise of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxesremedies.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, including without limitation, the reasonable limitation all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and the Arrangers (limited to the reasonable, and documented or invoiced, out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Arrangers, the LC Issuers and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdictionmaterial jurisdiction and, in the event of any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole); (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, including, without limitation, the reasonable including all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictioncounsel; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and the LendersLenders and limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant material jurisdiction and, if reasonably necessary or advisable in the judgment event of the affected person in the case of an any actual or perceived conflict of interest, an one additional counsel in each such applicable jurisdictionrelevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article ‎III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower agrees to pay (or reimburse the Administrative AgentAgents, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of any one outside counsel to the Administrative Agent Agents and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of any one outside counsel to the Administrative Agent Agents and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentAgents, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of any one outside counsel to the Administrative Agent Agents and the Lendersany Lender, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent Agents and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes.

Payment of Expenses, etc. The Parent Borrower agrees to pay (or reimburse the Administrative Agentpay, the Lenders or their Affiliatesupon presentation of a summary statement, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of incurred by the Administrative Agent, the Collateral Agent and the LC Issuers (and in the case of clause (iv) below, the Lenders) in connection with with: (i) the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the CommitmentsCommitments (including reasonable due diligence expenses, includingreasonable syndication expenses, without limitation, the reasonable travel expenses and documented reasonable legal fees and disbursements expenses of one outside transaction counsel to for the Administrative Agent Agent, any other Agents and the Lenders, taken as a whole, and, if reasonably necessary, of one local counsel in each relevant jurisdictionjurisdiction and one regulatory counsel); (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, modification (including any joinder and supplement) or waiver or consent relating to any of the Loan Documents that are requested by any Credit Partythe Parent Borrower; (iii) creating and perfecting Liens in favor of the Administrative Agent and/or Collateral Agent, including, without limitation, for the benefit of Secured Creditors; (iv) the exercise of remedies under Section 8.02 (including the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Collateral Agent and the Lenders, taken as a whole, and, if reasonably necessary, of one local counsel in each relevant jurisdiction and one regulatory counsel and, if reasonably necessary or advisable in the judgment of the affected person solely in the case of an actual or perceived potential conflict of interestinterests, an one additional counsel in each such applicable jurisdictionrelevant jurisdiction to each group of affected Lenders similarly situated, taken as a whole); and (ivv) subject to upon the exercise of remedies under Section 3.038.02, all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and all present and future stamp and other similar taxes with respect to the foregoing matters and save agents employed or retained by the Administrative Agent and each its counsel) in connection with such exercise of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxesremedies.

Payment of Expenses, etc. The Borrower agrees to pay shall pay, within thirty (or reimburse the Administrative Agent30) days of a written demand therefor, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iia) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested incurred by any Credit Party, including, without limitation, Indemnified Person (as defined below) (including the reasonable and documented fees fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one outside counsel to such Indemnified Persons taken as a whole, (ii) in the Administrative Agent case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction; jurisdiction and one special counsel in each relevant specialty (iiiand, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) the Agents shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents, the making of the Loans or any amendments, modifications or waivers of the provisions hereof or thereof and (b) all reasonable and documented out-of-pocket costs expenses incurred by any Indemnified Person (including the reasonable and expenses documented fees, charges and disbursements of the Administrative Agentcounsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and their Affiliates (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) the Agents shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents, including its rights under this Section 12.1, or the taking of any action that the Borrower is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the provisions hereof are for the sole account of the Loan Documents or Borrower unless explicitly stated herein to be for the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements account of one outside counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified another Person) to pay such taxes.

Payment of Expenses, etc. (a) The Borrower hereby agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the followingto: (i) whether or not the transactions herein contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP and, if necessary, one local counsel in any applicable jurisdiction and one regulatory counsel) in connection with the preparation, execution, delivery and administration of this Agreement and the other 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 to any of the Loan Documents that are requested by any Credit Partyhereto or thereto, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders 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 any of this Agreement and the other Bridge Loan Documents or and the other documents and instruments referred to herein and therein; provided, includinghowever, without limitationthat in the absence of conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent (and the Lenders, one local counsel in each relevant jurisdiction andand one regulatory counsel, if reasonably necessary or advisable in applicable) for the judgment Administrative Agent, the Issuing Lenders and the Lenders, such counsel to be selected by the Administrative Agent;(ii) pay and hold the Administrative Agent and each of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; Lenders harmless from and (iv) subject to Section 3.03, against any and all present and future stamp stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) the Administrative Agent to pay such taxes; and (iii) indemnify the Administrative Agent, the Lead Arranger and each Lender, and each of their respective officers, directors, employees and affiliates (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arranger or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement, the Exchange Notes Indenture, the Exchange Notes or any other Bridge Loan Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Bridge Loan Document or the exercise of any of their rights or remedies provided herein or in the other Bridge Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Liability of Holdings, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Lead Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) To the full extent permitted by applicable law, each of Holdings and the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Bridge Loan 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 by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Bridge Loan 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, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case occurrence of an actual or perceived conflict Event of interestDefault, an additional counsel in each such applicable jurisdictionthe allocated costs of internal counsel); and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters matters, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article ‎III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, including without limitation, the reasonable limitation all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and the Arrangers (limited to the reasonable, and documented or invoiced, out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Arrangers, the LC Issuers and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdictionmaterial jurisdiction and, in the event of any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole); (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, including, without limitation, the reasonable including all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictioncounsel; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and the LendersLenders and limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant material jurisdiction and, if reasonably necessary or advisable in the judgment event of the affected person in the case of an any actual or perceived conflict of interest, an one additional counsel in each such applicable jurisdictionrelevant jurisdiction for each group of Lenders and Administrative Agent similarly situated taken as a whole; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, forin each case upon demand therefor (together with reasonable back-up documentation supporting any such reimbursement request)) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of not more than one outside firm of counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction Lenders (taken as a whole) and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived a conflict of interest, an of one additional firm of counsel to the Administrative Agent and the Lenders (taken as a whole)(and if reasonably necessary, of one local counsel and/or regulatory counsel in each such applicable any material relevant jurisdiction); and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; and (v) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers retained by the Administrative Agent in accordance with the terms of this Agreement, whether internal or external.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: : (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, includingincluding without limitation all out-of-pocket expenses and fees of Milbank LLP, without limitationas legal counsel to the Ad Hoc Lender Group, Xxxxxx & Xxxxxxx LLP, as legal counsel to the reasonable Ad Hoc Noteholder Group, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as legal counsel to the Ad Hoc #4848-6974-4858 2020 EMEA Term Lender Group, and documented fees and disbursements of one outside Xxxxxx & Xxxxxx LLP, as legal counsel to the Administrative Agent (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, one counsel for the Lenders taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole(and one firm of local counsel in each relevant material jurisdiction; ))); (ii) all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, includingincluding all out-of-pocket expenses and fees of counsel (limited, without limitationin the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside Milbank LLP, as counsel for certain of the Lenders, Xxxxxx & Xxxxxxx LLP, as counsel to certain of the other Lenders, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel to certain of the other Lenders and Xxxxxx & Xxxxxx LLP, as counsel for the Administrative Agent, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole (and one firm of local counsel in each relevant material jurisdiction; ))); (iii) all reasonable and documented reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitationin the case of the Administrative Agent, the reasonable and documented invoiced fees and disbursements of one outside counsel to the Administrative Agent and the Lendersand, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction and, if reasonably necessary or advisable for the Administrative Agent and in the judgment respect of the affected person Ad Hoc Lender Group, the reasonable and invoiced fees and disbursements of Milbank LLP, and in respect of the case Ad Hoc Noteholder Group, the reasonable and invoiced fees and disbursements of an actual or perceived conflict Xxxxxx & Xxxxxxx LLP, and in respect of interestthe Ad Hoc 2020 EMEA Term Lender Group, an additional counsel in each such applicable jurisdiction; the reasonable and invoiced fees and disbursements of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP; (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security #4848-6974-4858 Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and one counsel for the Lenders taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and in the case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented invoiced out-of-of- pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, including without limitation, the reasonable limitation all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and the Joint Lead Arrangers (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (ii) all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, includingincluding all out-of-pocket expenses and legal fees of counsel (limited, without limitationin the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (iii) all reasonable and documented reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented invoiced fees and disbursements of one outside any individual counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdictionany Lender; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)) ; (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby Transactions are consummated, for all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and KeyBanc Capital Markets Inc. in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent and the Lenders (and in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (ii) all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, including, without limitation, all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent and the Lenders (and in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees fees, disbursements and disbursements other charges of one outside any individual counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdictionany Lender; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums for mortgaged Real Property and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable and invoiced fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lead Arrangers, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, including without limitation, the reasonable limitation all out-of-pocket expenses and documented legal fees and disbursements of one outside counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (ii) all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lenders Lead Arrangers in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, includingincluding all out-of-pocket expenses and legal fees of counsel (limited, without limitationin the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside counsel to for the Administrative Agent Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant jurisdictionmaterial jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (iii) all reasonable and documented reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, including the reasonable and documented invoiced fees and disbursements of one outside any individual counsel to the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdictionany Lender; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes.; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent actually incurred in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Revolving Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders actually incurred in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates actually incurred in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, including the reasonable and documented fees and disbursements of one outside any individual counsel to the Administrative Agent and the Lenders, one counsel any Lender and costs and expenses incurred during any legal proceeding or in each relevant jurisdiction and, if reasonably necessary connection with any workout or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdictionrestructuring; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual costs and expenses (including the fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the followingto: (i) whether or not the transactions contemplated hereby are consummatedpay all reasonable, for all reasonable and documented out-of-pocket costs and expenses (A) of the Administrative Agent and Lead Arrangers in connection with the negotiation, preparation, syndicationexecution, administration and execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable, documented fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and any amendment, waiver, or consent relating hereto and thereto including, but not limited to, any such amendments, waivers, or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement; provided, however, the Borrower’s obligations under this subsection (A) shall be limited to those of one (1) law firm, (B) incurred by the Issuing Lender or the Swingline Lender in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or Swingline Loan or any demand for payment thereunder and (C) of the Loan Administrative Agent, the Issuing Lender, the Swingline Lender, and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, (including, without limitation, in connection with any such enforcement, the reasonable and reasonable, documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of for the Administrative Agent, the Lenders Issuing Lender, the Swingline Lender, and their Affiliates in connection with the enforcement of any each of the Loan Documents or the other documents Lenders); (ii) pay and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and the Lenders, one counsel in hold each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; Lenders harmless from and (iv) subject to Section 3.03, against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified PersonLender) to pay such taxes; and (iii) reimburse each of the Administrative Agent, the Issuing Lender, the Swingline Lender, the Lead Arrangers, and each Lender and each of its officers, directors, employees and representatives from and hold each of them harmless against any and all losses, obligations, penalties, actions, judgments, suits, costs, disbursements, liabilities, claims, damages, or reasonable, documented, out-of-pocket expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of any investigation, litigation, or other proceeding (whether or not any Lender is a party thereto) related to the entering into or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable, documented fees, and disbursements of counsel incurred in connection with any such investigation, litigation, or other proceeding (but excluding any such losses, obligations, penalties, actions, judgments, suits, costs, disbursements, liabilities, claims, damages, or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

Payment of Expenses, etc. The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, fora) all of the following: (i) whether Whether or not the transactions contemplated hereby are consummated, for the Borrowers agree to pay (or reimburse the Administrative Agent for) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Credit Documents and the documents and instruments referred to therein and the syndication of the Commitmentstherein, including, without limitation, the reasonable and documented fees and disbursements of one outside Bakex & Xostxxxxx XXX, special counsel to the Administrative Agent. (b) The Borrowers agree to pay (or reimburse the Administrative Agent and one counsel in each relevant jurisdiction; (iifor) all reasonable out-of-pocket costs and documented expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Credit Documents which is requested by the Borrowers, including, without limitation, the reasonable fees and disbursements of Bakex & Xostxxxxx XXX, special counsel to the Administrative Agent. (c) The Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement against the Borrowers of any of the Loan Credit Documents or the other documents and instruments referred to therein, including, without limitation, (i) the reasonable and documented fees and disbursements of one outside Bakex & Xostxxxxx XXX, special counsel to the Administrative Agent, and (ii) the reasonable fees and disbursements of any individual counsel to any Lender (including allocated costs of internal counsel). (d) The Borrowers agree to pay and hold the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; Lenders harmless from and (iv) subject to Section 3.03, against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Personperson) to pay such taxes. (e) The Borrowers agree to indemnify the Administrative Agent, each Lender, and their respective officers, directors, trustees, employees, representatives, agents and Affiliates, and the successors and assigns of any of the foregoing (collectively, the "INDEMNITIES") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of (i) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other governmental authority having jurisdiction over it, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrowers or any of their past or then current Subsidiaries or Affiliates or any of their predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrowers or any of their past or current Subsidiaries or any of their respective Affiliates or any of their predecessors in interest, if the Borrowers or any such Subsidiary or Affiliate could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrowers or any of the Subsidiaries or any of their respective Affiliates, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Revolving Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case occurrence of an actual or perceived conflict Event of interestDefault, an additional counsel in each such applicable jurisdictionthe allocated costs of internal counsel); and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters matters, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: : (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, includingincluding without limitation all out-of-pocket expenses and fees of Milbank LLP, without limitationas legal counsel to the Ad Hoc Lender Group, Xxxxxx & Xxxxxxx LLP, as legal counsel to the reasonable Ad Hoc Noteholder Group, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as legal counsel to the Ad Hoc 2020 EMEA Term Lender Group, and documented fees and disbursements of one outside Xxxxxx & Xxxxxx LLP, as legal counsel to the Administrative Agent (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, one counsel for the Lenders taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole(and one firm of local counsel in each relevant material jurisdiction))); (ii) all reasonable and documented invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit PartyDocuments, includingincluding all out-of-pocket expenses and fees of counsel (limited, without limitationin the case of legal fees and expenses, to the reasonable and documented fees fees, disbursements and disbursements other charges of one outside Milbank LLP, as counsel for certain of the Lenders, Xxxxxx & Xxxxxxx LLP, as counsel to certain of the other Lenders, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel to certain of the other Lenders and Xxxxxx & Xxxxxx LLP, as counsel for the Administrative Agent, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole (and one firm of local counsel in each relevant material jurisdiction))); (iii) all reasonable and documented reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitationin the case of the Administrative Agent, the reasonable and documented invoiced fees and disbursements of one outside counsel to the Administrative Agent and the Lendersand, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction and, if reasonably necessary or advisable for the Administrative Agent and in the judgment respect of the affected person Ad Hoc Lender Group, the reasonable and invoiced fees and disbursements of Milbank LLP, and in respect of the case Ad Hoc Noteholder Group, the reasonable and invoiced fees and disbursements of an actual or perceived conflict Xxxxxx & Xxxxxxx LLP, and in respect of interestthe Ad Hoc 2020 EMEA Term Lender Group, an additional counsel in each such applicable jurisdictionthe reasonable and invoiced fees and disbursements of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes.; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and one counsel for the Lenders taken as a whole,

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case occurrence of an actual or perceived conflict Event of interestDefault, an additional counsel in each such applicable jurisdictionthe allocated costs of internal counsel); and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters matters, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Foreign Collateral Agent, the Lenders or their Affiliates, as the case may be, for) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Revolving Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdiction; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders in connection with any amendment, waiver or consent relating to any of the Loan Documents that are requested by any Credit Party, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent and one counsel in each relevant jurisdictionDocuments; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside any individual counsel to the Administrative Agent, the Foreign Collateral Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdictionany Lender; and (iv) subject to Section 3.03, any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent or the Foreign Collateral Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent or the Foreign Collateral Agent and of counsel providing any opinions that the Administrative Agent, the Foreign Collateral Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual and documented costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and the Foreign Collateral Agent and their counsel) in connection with the custody or preservation of any of the Collateral.

Payment of Expenses, etc. The Borrower agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, fora) all of the following: (i) whether Whether or not the transactions contemplated hereby are consummated, for the Borrowers agree to pay (or reimburse the Administrative Agent for) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent Agent. (b) The Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and one counsel in each relevant jurisdiction; (iitheir Affiliates for) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and Agent, the Lenders and their Affiliates in connection with any amendment, waiver waiver, consent or consent other modification of or relating to any of the Loan Documents that are requested by any Credit PartyDocuments, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent Agent. (c) The Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and one counsel in each relevant jurisdiction; (iiitheir Affiliates for) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Credit Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable and documented fees and disbursements of one outside counsel to the Administrative Agent. (d) Without limitation of the preceding Section 12.1(c), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, the Borrowers agree to pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes. (e) The Borrowers agree to pay and hold the Administrative Agent and the Lenders, one counsel in each relevant jurisdiction and, if reasonably necessary or advisable in the judgment of the affected person in the case of an actual or perceived conflict of interest, an additional counsel in each such applicable jurisdiction; Lenders harmless from and (iv) subject to Section 3.03, against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Personperson) to pay such taxes. (f) The Borrowers agree to indemnify the Administrative Agent, each Lender, and their respective Related Parties (collectively, the "Indemnitees") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of (i) any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Borrower or any of its Subsidiaries, if such Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against such Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the person to be indemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.