Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Global Coordinators and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) while a Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, or restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication (prior to the Effective Date) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Managing Administrative Agent and such Affiliatesthe Administrative Agent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any one counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during this Agreement or any workout, restructuring agreement or negotiations in respect of such Loansinstrument contemplated hereby.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent Agent, the Arrangers and such their Affiliates, in connection with the structuring, arrangement and syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Arranger or Lender, including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent or any such Arranger or Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) while a Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such Affiliates, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Lead Arrangers, including the reasonable and duly documented fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderCredit Party, including the reasonable fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lenderand a single counsel for the other Credit Parties, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred and during any workout, restructuring or negotiations in respect of such Loansthe Loans and the Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent), in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or 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 and documented out-of-out of pocket expenses incurred by the Administrative Agent or any Lender, Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for each of the Administrative Agent and such AffiliatesAgents, in connection with the syndication of the credit facility facilities provided for herein, due diligence investigation, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including Affiliates in amounts previously agreed to in writing and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this SectionSection 10.03, or in connection with the Loans made, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for (including the Administrative Agent allocated costs and such Affiliatesexpenses of in-house counsel), in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel (including, in the case of the Administrative Agent, allocated costs and expenses of in-house counsel) for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) while a Default or Event of Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, or restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agents (on a solicitor and such Affiliateshis own client basis), in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel (on a solicitor and his own client basis) for the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication (prior to the Effective Date) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Collateral Agent and the respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesCollateral Agent, in connection with the any initial syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent, Collateral Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, Collateral Agent or any LenderLender (acting under common counsel), in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Arrangers and its Affiliatesthe Agents, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgents, in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or 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) [reserved] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder and documentary Taxes, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including Affiliates in amounts previously agreed to in writing and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication (prior to the Effective Date) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions provi-sions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company CFC and CHL shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Managing Administrative Agent and such Affiliatesthe Administrative Agent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one law firm, as counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication (prior to the date hereof) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lead Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Lead Administrative Agent and such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Lead Administrative Agent Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Lead Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or and 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderLender Party, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any LenderLender Party, in connection with the enforcement or protection of its rights under any in connection with the Loan Document, Documents (including its rights under this Section, ) or in connection with the Loans madeLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-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 such Affiliatesall reasonable out of pocket expenses of the Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any actual or proposed 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company EDS shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Co-Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, Lender in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, the Sole Lead Arranger and their respective Affiliates (including the reasonable fees, charges and disbursements of one primary counsel for to the Administrative Agent and such Affiliates, Agent) in connection with the preparation, due diligence, administration, syndication and distribution (including via an Electronic System) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Company) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agents and such Affiliates, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative any Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative any Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans mademade or the B/As accepted and purchased, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Administrative Agent and such Affiliates, Agents in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent such Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent such Agent, or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Co-Syndication Agents and its Affiliatestheir Affiliates associated with the arrangement, syndication and administration of the credit facilities provided for herein and the preparation, execution, delivery and administration of the credit documentation and any amendment, modification or waiver with respect thereto, including the reasonable fees, charges and disbursements of one legal counsel for the Administrative Agent and such Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Co-Syndication Agents or any Lender, including the reasonable fees, charges and disbursements of any one legal counsel for the Administrative Agent Agent, the Co-Syndication Agents or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under in connection with this Section, Agreement or in connection with the Loans madeLoan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loan.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent 50 and its Affiliates, including Affiliates in amounts previously agreed to in writing and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company shall Each Credit Party jointly and severally agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent), in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, execution and administration delivery of this Agreement or and the other Loan Documents or Documents, the administration thereof, and any amendments, modifications or waivers of the provisions hereof or thereof of any of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any of the Administrative Agent or any Lender, Secured Parties (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, Secured Party) in connection with the enforcement or protection of its rights and remedies under any or in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor the Arranger, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or or, during the continuance of any Event of Default, any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of this Agreement and the other documents to be executed and delivered by the Borrower in favor of the Administrative Agent or any Lender, in each case in its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all capacity as such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loanshereunder.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including Affiliates in amounts previously agreed to in writing and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one firm of counsel (in addition to local counsel) for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, (including the reasonable fees, charges and disbursements of any one firm of counsel for the Administrative Agent or and one firm of counsel, as well as local counsel and one firm of bankruptcy counsel, for the Lenders) incurred by the Administrative Agent and any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansmade hereunder.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement enforcement, collection or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agents, outside consultants for the Agents, appraisers, and such Affiliates, for field examinations in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, Agents and Bank of America including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any LenderAgents, outside consultants for the Agents, appraisers, and for field examinations, in connection with the enforcement or protection of its their rights under any in connection with the Loan Document, including its rights under this SectionDocuments, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the arrangement and syndication of the credit facility facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring negotiations associated with what would customarily be considered a “workout or negotiations restructuring” in respect of such LoansLoans (whether or not an Event of Default has occurred and is continuing).

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Agent, and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof thereof, including, for the avoidance of doubt, any documentation in connection with the Company’s election to effectuate the Term Loan Election (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesBNY Capital Markets, Inc., the sole Lead Arranger, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be Table of Contents consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderCredit Party, including the reasonable fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lenderand a single counsel for the other Credit Parties, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred and during any workout, restructuring or negotiations in respect of such Loansthe Revolving Loans and the Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its Affiliatestheir Affiliates named on the cover of this Agreement, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgents, in connection with the syndication syndication, prior to the date hereof, of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Borrowers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative any Agent or any Lender, (A) related to the enforcement of its rights in connection with the enforcement or protection of its rights under any Loan Document, Documents (including its rights under this Section, ) or in connection with the Loans made, including all such out-of-pocket expenses (B) incurred during any workout, restructuring or related negotiations in respect of such the Loan Documents or the Loans.

Expenses Indemnity Damage Waiver. (a) The Company Parent Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility provided for herein, due diligence investigation, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents any Borrowing Subsidiary Agreement 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement or any Loan DocumentBorrowing Subsidiary Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions 36 contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans madeLoan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoan.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent), in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, ) in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Term Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication (prior to the Effective Date) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions provi­sions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement enforcement, collection or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its Affiliates, their respective Affiliates (including due diligence expenses and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliates, the Arranger) in connection with the arrangement and syndication of the credit facility provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its Affiliatestheir Affiliates named on the cover of this Agreement, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgents, in connection with the syndication syndication, prior to the date hereof, of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Borrowers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative any Agent or any Lender, (A) related to the enforcement of its rights in connection with the enforcement or protection of its rights under any Loan Document, Documents (including its rights under this Section, ) or in connection with the Loans made, including all such out-of-pocket expenses (B) incurred during any workout, restructuring or related negotiations in respect of such the Loan Documents or the Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Lead Arrangers, including the reasonable and duly documented fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderCredit Party, including the reasonable fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lenderand a single counsel for the other Credit Parties, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred and during any workout, restructuring or negotiations in respect of such the Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) while a Default or Event of Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its their rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its their rights under this SectionSection 10.03, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, or restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company and each Borrowing Subsidiary, jointly and severally, shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan Document, Documents including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (ag) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its Affiliates, their respective Affiliates (including due diligence expenses and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliates, the Arranger) in connection with the arrangement and syndication of the credit facility facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel (and, if necessary, a single local counsel in each appropriate jurisdiction) for the Administrative Agent and such AffiliatesLender, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesBNY Capital Markets, Inc., the sole Lead Arranger, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderCredit Party, including the reasonable fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lenderand a single counsel for the other Credit Parties, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred and during any workout, restructuring or negotiations in respect of such Loansthe Revolving Loans and the Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Facility Agent, the Canadian Facility Agent, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent Agents and such Affiliatesthe Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative either Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative either Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade and the B/As accepted and purchased hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or B/As.

Expenses Indemnity Damage Waiver. Subject to the terms of the Fee Letter (a) The Company the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (and the Lenders for documentary taxes) associated with the arrangement, syndication and administration of the credit facilities provided for herein and the preparation, execution, delivery and administration of the credit documentation and any amendment, modification or waiver with respect thereto, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under in connection with this Section, Agreement or in connection with the Loans mademade hereunder, including all such out-out- of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates and the Swingline Lender and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliatesthe Swingline Lender, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Company) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) ). The Company Borrower shall pay (i) all reasonable and documented 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 such Affiliatesthe Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Arranger or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Agent, any Arranger or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Co-Administrative Agent Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Co-Administrative Agent and such AffiliatesAgents, in connection with the syndication of the credit facility facilities provided for herein, the negotiation, preparation and administration of this Agreement or 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 and documented out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Co-Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Co-Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers, jointly and severally, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one external counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or Agreement, 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any external counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Facility Agent, the Canadian Facility Agent, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Moxxx XLP, counsel for the Administrative Agent Agents and such Affiliatesthe Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative either Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative either Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade and the B/As accepted and purchased hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or B/As.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Agents and such Affiliates (and, if the Administrative Agent and such Affiliatesshall determine that it requires local counsel in any non-US jurisdiction, one counsel in that jurisdiction), in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one f Mxxxx & Vxx Xxxxx PLLC, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or and the other Loan Documents or 736428214 20644379 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented actual out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and actual 56 52 fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented actual out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the pre-closing syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Administrative Agent and such Affiliates, Agents in connection with the syndication connectxxx xxth xxx xxndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent such Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent such Agent, or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication txx xxndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or and any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or and any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the pre-closing syndication of the credit facility provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, (including the reasonable fees, charges and disbursements of any counsel for counsel) incurred by the Administrative Agent or Agent, and, following and during the continuance of an Event of Default, any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent), in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Credit 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights under any Loan Document(A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses (including reasonable expenses incurred in connection with due diligence) incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Mxxxx, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliatesthe Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 (iiiii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliatesthe Syndication Agent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents any Borrowing Subsidiary Agreement 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and 114 107 disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement or any Loan DocumentBorrowing Subsidiary Agreement, including its rights under this SectionSection , or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Joint Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agents, the Joint Lead Arrangers and such Affiliates, their respective Affiliates in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Term Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Facility Agent, the Canadian Facility Agent, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Mxxxx LLP, counsel for the Administrative Agent Agents and such Affiliatesthe Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative either Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative either Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade and the B/As accepted and purchased hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or B/As.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented 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 such Affiliatesthe Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Arranger or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Agent, any Arranger or any Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers, the Syndication Agents, the Documentation Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and such Affiliatesthe Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Xxxxx, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-of- pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one Cravath, Swaine & Mxxxx, counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Arranger, and its their respective Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or and the other Loan Documents or and 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Bridge Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Bridge Lender, in connection with the enforcement or protection of its rights under in connection with this Agreement or any of the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Bridge Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Bridge Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including (in an amount not to exceed $15,000), the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the initial syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-out of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Documentin connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. Subject to the terms of the Fee Letter (a) The Company the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (and the Lenders for documentary taxes) associated with the arrangement, syndication and administration of the credit facilities provided for herein and the preparation, execution, delivery and administration of the credit documentation and any amendment, modification or waiver with respect thereto, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any Loan Document, including its rights under in connection with this Section, Agreement or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor the Arrangers, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or or, during the continuance of any Event of Default, any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of this Agreement and the other documents to be executed and delivered by the Borrower in favor of the Administrative Agent or any Lender, in each case in its rights under any Loan Document, including its rights under this Section, or in connection with the Loans made, including all capacity as such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loanshereunder.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented 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 such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any orany Lender, in connection with the enforcement or protection of its rights under in connection with any Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers, the Syndication Agents, the Documentation AgentsAgent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and such Affiliatesthe Lead Arrangers, in connection with the syndication of the credit facility facilities provided for herein, the preparation and administration of this Agreement or 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 and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any in connection with the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and such AffiliatesAgent, in connection with the syndication of the credit facility facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement or and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) while a Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under any (A) in connection with this Agreement and the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations in respect of such Loans.