Common use of Expenses; Indemnification; Damage Waiver Clause in Contracts

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. (a) The Borrower Company shall pay reimburse (i) the Administrative Agent and the Arrangers for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys) paid or incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), or such Arranger in connection with the syndication of the credit facilities facility provided for herein, (ii) the preparationAdministrative Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, negotiation, execution, delivery disbursements and time charges of attorneys) paid or incurred by the Administrative Agent in connection with the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in each case of this clauses (i) and (ii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Administrative Agent and, if necessary, one local counsel in each appropriate jurisdiction, (iii) the Collateral Agent and/or Collateral Monitoring Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) Collateral Agent and/or Collateral Monitoring Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with role as Collateral Agent and/or Collateral Monitoring Agent under this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including and any and all such reasonable costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred during by the Collateral Agent and/or Collateral Monitoring Agent in connection with any workoutamendments, restructuring modifications or negotiations waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in each case of this clause (iii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Collateral Agent and/or Collateral Monitoring Agent and, if necessary, one local counsel in each appropriate jurisdiction and (iv) each Agent and each Bank for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by such Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral in connection with a Default which has occurred; provided that in each case of this clause (iv), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of (x) one counsel for the Administrative Agent and the Banks, collectively, and (y) one counsel for the Collateral Agent and Collateral Monitoring Agent, collectively, and, in the case of each of (x) and (y), if necessary, one local counsel in each appropriate jurisdiction, and in the case of different defenses or conflict of interest between the Administrative Agent and the Banks (as determined by the Administrative Agent or affected Banks in their reasonable discretion), additional counsel for the Administrative Agent or affected Banks taken as a whole. The Company further agrees to indemnify each Agent, each Bank and each Related Party of any of the foregoing Persons (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments and liabilities which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder and to reimburse each Indemnified Party promptly upon demand for all reasonable documented out-of-pocket expenses (including, without limitation, the reasonable documented fees and disbursements of (x) one counsel (selected by the Administrative Agent) to the Administrative Agent and the Banks (and each of their Related Parties), taken as a whole and (y) one counsel to the Collateral Agent and the Collateral Monitoring Agent (and each of their Related Parties), taken as a whole, and in the case of a conflict of interest between the Administrative Agent and the Banks or any Related Party (as determined by the Administrative Agent or affected Banks in their reasonable discretion), one additional counsel to all such affected conflicted Indemnified Parties similarly situated, taken as a whole (and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Administrative Agent and the Banks, taken as a whole, and one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Collateral Agent and the Collateral Monitoring Agent, taken as a whole)) in connection therewith, including reasonable documented out-of-pocket costs in connection with the preparation of a defense in connection therewith (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts (i) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, (ii) consisting of Taxes for which an indemnification is provided or specifically excluded from indemnification pursuant to Section 11.3, (iii) resulting from a material breach by any Bank or any of its Related Parties (excluding, in each case, any Agent) of the obligations of such Indemnified Party under any Loan Document, if the Company has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (iv) resulting from a willful and material breach by any Agent or any of its Related Parties of the obligations of such Indemnified Party under any Loan Document, if the Company has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (v) arising out of a claim that does not involve an act or omission of the Company or its Subsidiaries and that is solely among Indemnified Parties (other than disputes involving claims against any Person in its capacity as, or fulfilling its role as, an arranger, swingline lender or administrative, collateral, collateral monitoring or syndication agent or similar role in respect of the Loan Documents). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent arising from the bad faith, gross negligence or willful misconduct of such Loans Indemnified Party as determined by a court of competent jurisdiction by final and non-appealable judgment, or Letters the material breach by any Bank or any of Creditits Related Parties (excluding, in each case, any Agent) of Section 11.11, or the willful and material breach by any Agent or any of its Related Parties of Section 11.11.

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including but limited in the case of legal fees and expenses to the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby Transactions shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including but limited in the case of legal fees and expenses to the reasonable fees, charges and disbursements of any one counsel for the Administrative Agent, Lenders and LC Issuer and, if reasonably necessary, of one local counsel in any Lender relevant jurisdiction and, in the event of an actual or the LC Issuerperceived conflict of interest, an additional counsel for each group of similarly affected Persons in each relevant jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the reasonable fees, charges and disbursements of any one counsel for the Administrative Agent, Lenders and LC Issuer and, if reasonably necessary, of one local counsel in any Lender relevant jurisdiction and, in the event of an actual or the LC Issuerperceived conflict of interest, an additional counsel for each group of similarly affected Persons in each relevant jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or 104 extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. Borrower shall pay on demand (a) The Borrower shall pay (i) all reasonable out-of-pocket fees and expenses, including reasonable fees and expenses of advisors, incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), or Lenders in connection with the syndication preparation, execution and delivery of, and evaluation of the credit facilities provided for hereintransaction, and the preparationexercise of its duties under, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendmentsand the preparation, modifications or execution and delivery of amendments and waivers of the provisions hereof or thereof hereunder and (whether or not the transactions contemplated hereby or thereby shall be consummated), (iib) all reasonable out-of-pocket expenses fees and expenses, including reasonable attorneys’ fees and expenses, incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), Lenders in connection with the enforcement or protection attempted enforcement of its this Agreement or any of the Obligations or in preserving any of Lenders’ rights and remedies (A) including, without limitation, all such fees and expenses incurred in connection with any “workout” or restructuring affecting the Loan Documents or the Obligations or any bankruptcy or similar proceeding involving Borrower or any of its Subsidiaries). Borrower shall indemnify, reimburse and hold Administrative Agent, Lenders and each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees (each, an “Indemnified Party”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of applicable governmental authorities), damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s or its Subsidiaries’ property), or bodily injury to or death of any person (including any agent or employee of Borrower or its Subsidiaries) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loan, the falsity of any representation or warranty of Borrower or any Guarantor or Borrower’s or any Guarantor’s failure to comply with the terms of this Agreement and the or any other Loan DocumentsDocument prior to the Maturity Date; provided, including however, that Borrower shall not indemnify any Indemnified Party for any liability incurred by such Indemnified Party which is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Administrative Agent or any Lender’s written demand, Borrower shall assume and diligently conduct, at its rights under this Sectionsole cost and expense, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect the entire defense of such Loans person, each of its members, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns, using counsel reasonably acceptable to such indemnitee against any indemnified Claim. Borrower shall not settle or Letters of Creditcompromise any Claim against or involving Administrative Agent or any Lender without first obtaining such Person’s written consent thereto, which consent shall not be unreasonably withheld.

Expenses; Indemnification; Damage Waiver. (a) The Borrower Company shall pay reimburse (i) the Administrative Agent and the Arrangers for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys) paid or incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), or such Arranger in connection with the syndication of the credit facilities facility provided for herein, (ii) the preparationAdministrative Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, negotiation, execution, delivery disbursements and time charges of attorneys) paid or incurred by the Administrative Agent in connection with the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in each case of this clauses (i) and (ii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Administrative Agent and, if necessary, one local counsel in each appropriate jurisdiction, (iii) the Collateral Agent and/or Collateral Monitoring Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) Collateral Agent and/or Collateral Monitoring Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with role as Collateral Agent and/or Collateral Monitoring Agent under this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including and any and all such reasonable costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred during by the Collateral Agent and/or Collateral Monitoring Agent in connection with any workoutamendments, restructuring modifications or negotiations waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in respect each case of this clause (iii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Collateral Agent and/or Collateral Monitoring Agent and, if necessary, one local counsel in each appropriate jurisdiction and (iv) each Agent and each Bank for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by such Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement of the Loan Documents and/or the Collateral in connection with a Default which has occurred; provided that in each case of this clause (iv), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of (x) one counsel for the Administrative Agent and the Banks, collectively, and (y) one counsel for the Collateral Agent and Collateral Monitoring Agent, collectively, and, in the case of each of (x) and (y), if necessary, one local counsel in each appropriate jurisdiction, and in the case of different defenses or conflict of interest between the Administrative Agent and the Banks (as determined by the Administrative Agent or affected Banks in their reasonable discretion), additional counsel for the Administrative Agent or affected Banks taken as a whole. The Company further agrees to indemnify each Agent, each Bank and each Related Party of any of the foregoing Persons (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments and liabilities which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder and to reimburse each Indemnified Party promptly upon demand for all reasonable documented out-of-pocket expenses (including, without limitation, the reasonable documented fees and disbursements of (x) one counsel (selected by the Administrative Agent) to the Administrative Agent and the Banks (and each of their Related Parties), taken as a whole and (y) one counsel to the Collateral Agent and the Collateral Monitoring Agent (and each of their Related Parties), taken as a whole, and in the case of a conflict of interest between the Administrative Agent and the Banks or any Related Party (as determined by the Administrative Agent or affected Banks in their reasonable discretion), one additional counsel to all such affected conflicted Indemnified Parties similarly situated, taken as a whole (and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Administrative Agent and the Banks, taken as a whole, and one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Collateral Agent and the Collateral Monitoring Agent, taken as a whole)) in connection therewith, including reasonable documented out-of-pocket costs in connection with the preparation of a defense in connection therewith (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of the foregoing instances, Indemnified Amounts (i) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, (ii) consisting of Taxes for which an indemnification is provided or specifically excluded from indemnification pursuant to Section 11.3, (iii) resulting from a material breach by any Bank or any of its Related Parties (excluding, in each case, any Agent) of the obligations of such Loans or Letters Indemnified Party under any Loan Document, if the Company has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of Credit.competent jurisdiction,

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) (A) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent, and, if reasonably necessary, of one local counsel for the Administrative Agent in any relevant jurisdiction), and (B) all reasonable and documented fees, charges and disbursements of one external counsel for the Lenders (taken as a whole), and, if reasonably necessary, of one local counsel for the Lenders (taken as a whole), in any relevant jurisdiction, in each case under this subclause (i), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the LC Issuer (including the reasonable fees, charges and disbursements of any one counsel for the Administrative AgentAgent and one counsel for the Lenders (taken as a whole) and, if reasonably necessary, of one local counsel for the Administrative Agent and one local counsel for the Lenders (taken as a whole), in each case in any Lender relevant jurisdiction and, in the event of an actual or the LC Issuerperceived conflict of interest, an additional counsel for each group of similarly affected Persons in each relevant jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject, for the avoidance of doubt, to the limitation on reimbursement of legal fees specified above) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses; Indemnification; Damage Waiver. (a) The Borrower Company shall pay reimburse (i) the Administrative Agent and the Arrangers for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys) paid or incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), or such Arranger in connection with the syndication of the credit facilities facility provided for herein, (ii) the preparationAdministrative Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, negotiation, execution, delivery disbursements and time charges of attorneys) paid or incurred by the Administrative Agent in connection with the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in each case of this clauses (i) and (ii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Administrative Agent and, if necessary, one local counsel in each appropriate jurisdiction, (iii) the Collateral Agent and/or Collateral Monitoring Agent for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) Collateral Agent and/or Collateral Monitoring Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with role as Collateral Agent and/or Collateral Monitoring Agent under this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including and any and all such reasonable costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys) paid or incurred during by the Collateral Agent and/or Collateral Monitoring Agent in connection with any workoutamendments, restructuring modifications or negotiations waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that in respect each case of this clause (iii), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of one counsel for the Collateral Agent and/or Collateral Monitoring Agent and, if necessary, one local counsel in each appropriate jurisdiction and (iv) each Agent and each Bank for any and all reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by such Loans Agent or Letters such Bank, as applicable, in connection with the collection, liquidation and enforcement of Credit.the Loan Documents and/or the Collateral in connection with a Default which has occurred; provided that in each case of this clause (iv), the Company shall only be required to reimburse the reasonable fees, disbursements and other charges of (x) one counsel for the Administrative Agent and the Banks, collectively, and (y) one counsel for the Collateral Agent and Collateral Monitoring Agent, collectively, and, in the case of each of (x) and (y), if necessary, one local counsel in each appropriate jurisdiction, and in the case of different defenses or conflict of interest between the Administrative Agent and the Banks (as determined by the Administrative Agent or affected Banks in their reasonable discretion), additional counsel for the Administrative Agent or affected Banks taken as a whole. The Company further agrees to indemnify each Agent, each Bank and each Related Party of any of the foregoing Persons (each an “Indemnified Party”) against all losses, claims, damages, penalties, judgments and liabilities which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder and to reimburse each Indemnified Party promptly upon demand for all reasonable documented out-of-pocket expenses (including, without limitation, the reasonable documented fees and disbursements of (x) one counsel (selected by the Administrative Agent) to the Administrative Agent and the Banks (and each of their Related Parties), taken as a whole and (y) one counsel to the Collateral Agent and the Collateral Monitoring Agent (and each of their Related Parties), taken as a whole, and in the case of a conflict of interest between the Administrative Agent and the Banks or any Related Party (as determined by the Administrative Agent or affected Banks in their reasonable discretion), one additional counsel to all such affected conflicted Indemnified Parties similarly situated, taken as a whole (and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Administrative Agent and the Banks, taken as a whole, and one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to the Collateral Agent and the Collateral Monitoring Agent, taken as a

Expenses; Indemnification; Damage Waiver. (a) 1. The Borrower shall Company agrees to pay (i) all reasonable out-out- of-pocket expenses incurred by of the Administrative Agent and its Affiliates (including the reasonable fees, charges fees and disbursements of one special counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents Agreement, any waiver or consent hereunder or any amendments, modifications or waivers of the provisions amendment hereof or thereof (whether any Default or not the transactions contemplated hereby or thereby shall be consummated), alleged Default hereunder and (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the feesif an Event of Default occurs, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or each Issuing Bank and each Lender, including (without duplication) the LC Issuer (including the fees, charges fees and disbursements of any counsel for outside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Company agrees to indemnify the Administrative Agent, each Issuing Bank and each Lender, their respective affiliates and the respective directors, officers, agents, advisors and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any Lender and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by any Person (including any Borrower) other than such Indemnitee and its Related Parties relating to or arising out of this Agreement or any actual or proposed use of proceeds of Advances hereunder; provided that (i) the LC Issuer)Company shall not be required to pay or reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees in any such proceeding and, in the case of an actual, perceived or potential conflict of interest, additional outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for the Indemnitee or Indemnitees whose interests so conflict and (ii) no Indemnitee shall have the right to be indemnified hereunder to the extent resulting from such Indemnitee’s own gross negligence or willful misconduct as determined in a final nonappealable judgment by a court of competent jurisdiction. (c) To the extent permitted by applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with the enforcement with, or protection of its rights (A) in connection with as a result of, this Agreement and the other Loan Documentsor any agreement or instrument contemplated hereby, including its rights under this Sectionany Advance, or (B) in connection with Loans made or Letters any Letter of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect the use of such Loans or Letters of Credit.the proceeds thereof. Section 10.4

Expenses; Indemnification; Damage Waiver. (ac) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the 126 Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Lender or any of its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel in any relevant jurisdictionLender), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) (provided that notwithstanding the foregoing, unless otherwise mutually agreed by Lender and Borrower, Borrower shall not be obligated to pay or reimburse Lender for more than $10,000 of legal fees and expenses of Lender in connection with the preparation, execution and delivery of the definitive loan documentation prior to and including the Closing Date) (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer Lender (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the LC Issuer) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees, attributable time charges and disbursements costs for attorneys who are employees of any counsel for the Administrative Agent, any Lender or the LC Issuer), Lender) in connection with the enforcement or protection of its their respective rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 12.3, or (B) in connection with Loans made or Letters issued hereunder or any of Credit issued hereunderthe other Obligations, including all such out-of-pocket expenses incurred (1) during any workout, restructuring or negotiations in respect of such Loans or Letters any of Creditthe other Obligations, (2) before trial, at trial and on appeal or (3) in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding.