Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary a single counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinRestatement Transactions, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, each Collateral Agent, and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent or such Collateral Agent, as the case may be, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, but in each and every case subject to the terms and conditions of this Agreement, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Holdings and the 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 expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements of one primary counsel (Cravath, Swaine & Xxxxx LLP and one firm of local counsel in each applicable appropriate jurisdiction) for the Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lenderand the Lenders, including the reasonable and documented fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Issuing Bank or any Lenderand one firm of local counsel in each appropriate jurisdiction, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) relevant jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not of the transactions contemplated hereby or thereby shall be consummated)Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any one primary counsel for the Administrative Agent, the issuing Bank and the Lenders, taken as a whole, and one local counsel in any relevant jurisdiction to the Administrative Agent, the Issuing Bank and the Lenders, taken as a whole, and one additional counsel in light of actual or any Lender, potential conflicts of interest or the availability of different claims or defenses) in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. All of the foregoing costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, and in the administration of and actions relating to any Collateral, including actions taken to perfect or maintain priority of the Administrative Agent’s Lien on any Collateral, to maintain any insurance or to verify Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgents, the Arrangers and their Affiliates, in connection with the structuring, arrangement and syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Arranger, Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative such Agent, the Arranger, Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Documentthe Credit Documents, including its rights under this Section, or in connection with the Loans made made, the BAs accepted and purchased or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, BAs or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel counsel, professionals and other advisors for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Subject to the provisions of this Agreement, out-of-pocket expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Related Parties (including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, restatements, modifications or waivers (or any proposed amendments, restatements, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent, the any Lender or any Issuing Bank or any Lender, (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank any Lender or any Lender, Issuing Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and any the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (without duplication), including the reasonable and documented fees, charges and disbursements of one primary counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP, and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction) , in each case for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-or invoiced out of pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the each Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents, the Documentation Agent, the Syndication Agent and its their respective Affiliates, including the reasonable and documented fees, disbursements and other charges and disbursements of one primary legal counsel (and one local counsel in each applicable jurisdiction) for the Administrative applicable Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)hereof, (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the applicable Administrative Agent, the Issuing Bank Agent or any LenderLender or Issuing Bank, including the reasonable and documented fees, charges and disbursements of any legal counsel for the applicable Administrative Agent, the Issuing Bank Agent or any LenderLender or Issuing Bank, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderSection 9.3(a), including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that the Borrowers’ obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one primary outside legal counsel for all Persons described in clauses (i), (ii) and (iii) above, taken as a whole, (y) in the case of any actual or perceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) following receipt of written invoices and statements of account, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its the Joint Lead Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary outside counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lenderand the Lenders (which shall be limited to one outside counsel and, if necessary, one local counsel in each appropriate jurisdiction and, solely in the case of a conflict of interest, one special conflicts counsel to all affected Indemnitees, taken as a whole), in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges charges, and disbursements of one primary a single counsel for all of the foregoing, collectively (and one of a single local counsel in each applicable material jurisdiction) for the Administrative Agent), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Arrangers, any Issuing Bank or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any (x) a single counsel for all of the Administrative Agentforegoing (and, solely in the Issuing Bank case of an actual or potential conflict of interest, one additional counsel for each set of similarly affected Persons), (y) one regulatory or specialty counsel to the foregoing with respect to any Lendermaterial regulatory and/or specialty areas and (z) one local counsel to the foregoing in each material jurisdiction), in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers and its each of their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for any of the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Agent Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) foreign jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgents, outside consultants for the Agents, appraisers, for commercial finance examinations and environmental site assessments, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Administrative AgentAgents, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its or their rights in connection with this Agreement and any other the Loan DocumentDocuments, including its or their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Lenders who are not the Agents or the Issuing Bank shall be entitled to reimbursement for no more than one counsel representing all such Lenders (absent a conflict of interest in which case the Lenders may engage and be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Agent, the Administrative Agent Ex-Im Revolving Lender and its respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (for each Agent and one local counsel in each applicable jurisdiction) for the Administrative AgentEx-Im Revolving Lender, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, the each Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative each Agent, the each Issuing Bank or any each Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (in the United States and one additional local counsel in each applicable jurisdiction) jurisdiction outside of the United States for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any one U.S. counsel and one additional local counsel and regulatory counsel in each applicable jurisdiction for the Administrative Agent and one additional counsel for all the Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksany Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all documented reasonable and documented out-of-pocket expenses incurred by the Administrative each Lead Agent and its Affiliates, including the invoiced and reasonable and documented fees, charges and disbursements of one primary counsel for the Lead Agents (and and, if advisable in the judgment of the Lead Agents, of one local counsel in each applicable any relevant jurisdiction) for the Administrative Agent), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinFacility, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all documented reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any the other Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksany Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Agent or the Lenders, as applicable, for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentSpecial Counsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Lender, or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Lender, or any Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement and any the other Loan DocumentDocuments, including its their rights under this SectionSection 11.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower Obligors, 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksany Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Obligors under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) Xxxxx Xxxx & Xxxxxxxx, special New York counsel, respectively, for the Administrative Agent, the Collateral Agent and the Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, Facilities and the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Lead Arrangers and documented their Affiliates, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers in connection with the administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit by it or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any LenderLender Party, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent (and if Parent is not the Borrower, the Borrower) shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Syndication Agent, the Arrangers and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (for the Administrative Agent, the Arranger and their Affiliates, and if deemed necessary by the Administrative Agent, one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Commitment Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the the. transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank any Arranger or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers, as applicable, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any one counsel for the Administrative Agent, the Issuing Bank or any Lenderand the Lenders (in addition to one local counsel in each relevant jurisdiction, including Canadian local counsel), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made made, B/As accepted and purchased or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/As or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section 9.03 include, without limiting the generality of the foregoing, reasonable costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, Agent and the Arranger) in connection with the arrangement and syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all out-of-pocket expenses and charges of the Arranger in connection with any evaluations of Collateral conducted by it; (iii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Primary Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one as well as local counsel in each applicable jurisdictionany jurisdiction other than New York) for the Administrative AgentAgents, in connection with their due diligence investigation of the Primary Borrowers and the Transactions, the evaluation of the Collateral, the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation execution, delivery, enforcement and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (aA) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary a single counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinRestatement Transactions, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket and documented expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket and documented expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing fees, costs and expenses may be charged to the Borrower as Loans or to another deposit account, all as described in Section 2.16(c).

Expenses Indemnity Damage Waiver. (a) The Borrower 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgents, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Except as expressly otherwise set forth in Section 5.06, expenses being reimbursed by the Company under this Section include, without limiting the generality of the foregoing, reasonable costs and expenses incurred in connection with (x) appraisals and insurance reviews and (y) field examinations and the preparation of Reports based on the fees charged by a third party retained by either Agent or the reasonable internally allocated fees for each Person employed by either Agent with respect to each field examination.

Expenses Indemnity Damage Waiver. (a) The 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) the fees and out-of pocket expenses of the Agent’s initial and ongoing borrowing base and collateral examinations, periodic field examinations and real estate appraisals, and the monthly and other monitoring of assets performed by the Agent, subject to any limits on such fees and expenses set forth in this Agreement and (iv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Lender or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any the other Loan DocumentFinancing Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, each Bookrunner and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and each Bookrunner (limited, in the absence of an actual conflict of interest, to one counsel and one third party appraiser and/or field examiner in each relevant jurisdiction), as the case may be, in connection with the syndication and distribution (including, without limitation, including via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Bookrunner, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and counsel, one local and/or special counsel for each other relevant jurisdiction or specialization, and additional counsel in each applicable jurisdictionlight of actual conflicts of interest) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, Credit Parties (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, ) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-of pocket expenses incurred during the continuation of any Event of Default and in regard to any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, ) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and the recordation of any Loan Documents (including all recording costs and taxes, transfer taxes, documentary stamps, and the like), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Bank or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Bank or any Lender, Lender in connection with the enforcement endorsement or protection of its rights (A) in connection with this Agreement and any the other Loan DocumentDocuments, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay pay, (i) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Syndication Agents, the Documentation Agents and its Affiliatestheir respective Affiliates (without duplication), including the reasonable fees and documented fees, charges and disbursements of one a single primary counsel (and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable appropriate jurisdiction) for the Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank Bank, any Lender or any LenderArranger, including the reasonable reasonable, documented and documented invoiced fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Subject to Section 9.20 the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) per jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any one counsel per jurisdiction for the Administrative Agent, the Issuing Bank or any Lenderand the Lenders, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and any outside general counsel, plus, if applicable, one local counsel in each applicable jurisdiction) any relevant jurisdiction and one counsel with respect to any specialized matters for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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 Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any outside general counsel, plus, if applicable, one local counsel in any relevant jurisdiction and one counsel with respect to any specialized matters for each of the Administrative Agent, the Issuing Bank Agent or any Lender (to the extent that such Lender or similarly affected group of Lender has an actual or perceived conflict of interest with the Administrative Agent or another Lender or Lender), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of Credit.the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates in connection with or relating to the Transactions, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent (including any allocated costs of in-house counsel), in connection with the syndication and distribution (including, without limitation, via the internet diligence performed by or through a service such as Intralinks) on behalf of the Administrative Agent and its Affiliates, the preparation of the commitment letter of Xxxxx Fargo describing the revolving credit facilities facility provided for herein, the syndication of the revolving credit facility provided for herein, fees and expenses related to the Platform, the preparation and administration of this Agreement and the other Loan Documents and each amendment, modification or any amendments, modifications or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any LenderLender (including any allocated costs of in-house counsel), including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this SectionSection 9.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; and (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the each Applicable Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the such Applicable Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Multicurrency Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed to the Administrative Agent by the Borrowers under this Section include, without limiting the generality of the foregoing, reasonable and documented costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, each Bookrunner and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary outside counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, the Collateral Agent and each Bookrunner (limited, in the absence of an actual conflict of interest, to one counsel in each relevant jurisdiction), as the case may be, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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 Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank any Bookrunner or any Lender, including the reasonable and documented out-of-pocket fees, charges and disbursements of any outside counsel for the Administrative Agent, the Issuing Bank any Agent or any LenderLender (limited, in the absence of an actual conflict of interest, to one counsel in each relevant jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of Credit.the foregoing, reasonable and documented costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Documentafter the occurrence of an Event of Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued LOAN AGREEMENT hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) foreign jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Dutch Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Joint 148 Lead Arrangers, the Joint Bookrunners, the Co-Arrangers, the other Agents and its Affiliatestheir respective Affiliates (without duplication), including the reasonable and documented fees, charges and disbursements of counsel (limited to one primary counsel (and counsel, one local counsel in each applicable jurisdictionjurisdiction (exclusive of any reasonably necessary specialist counsel) for and in the Administrative Agentcase of any actual or reasonably perceived conflict of interest, one additional counsel per affected party), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Agent and the Issuing Bank or any Lender, Lenders in connection with the enforcement or protection of its any rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderremedies, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or Letters of Credit(B) in connection with the Loans made hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and the Arrangers), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agents or any demand for payment thereunder and Lender (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and any the other Loan DocumentCredit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or Letters extension of Creditany Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder (in the case of the Existing Letters of Credit, without duplication of any fees or expenses previously paid in connection with any issuance, amendment, renewal or extension thereof) and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Banks or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Banks or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The 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 and documented fees, charges and disbursements of one primary outside counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks (including one outside counsel therefor) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Banks or any Lender, including the reasonable and documented fees, charges and disbursements of any one counsel for the Administrative Agent, the Issuing Bank Banks and, during the existence of any Event of Default, to the extent there is a conflict of interest, as determined in good faith by the Administrative Agent or any Lenderthe Required Lenders, one outside counsel for the Lenders as a group, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations on numbers of counsel to be paid for by Borrower) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent and its the Joint Lead Arrangers and their respective Affiliates, including the reasonable and documented fees, charges, disbursements and other charges and disbursements of one primary U.S. counsel (and one local counsel in each applicable jurisdiction) jurisdiction for all of the Administrative Agent, the Syndication Agent and the Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, PNC Capital Markets LLC (as an Arranger) and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for any of the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary U.S. counsel (and one local counsel in each applicable jurisdiction) foreign jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, (x) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the closing of the credit facilities provided for herein (including any and all due diligence performed in connection therewith), the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all mortgage taxes and other charges incurred or required to be paid by the Administrative Agent in connection with the Loan Documents, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Bank, or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Bank, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel (limited, in the case of such fees, charges and disbursements of counsel to one primary counsel (and of any special regulatory counsel and one local counsel in each applicable jurisdiction) for appropriate jurisdiction to the Administrative Agent), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of counsel (limited, in the case if such fees, charges and disbursements of counsel to one primary counsel and of any special regulatory counsel and one local counsel in each appropriate jurisdiction to the Administrative Agent and one additional counsel for all similarly situated Lenders in light of actual or potential conflicts of interest or the Administrative Agent, the Issuing Bank availability of different claims or any Lenderdefenses), in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan Document, Documents including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Sustainability Coordinators, the Arrangers and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for any of the foregoing (but limited to a single primary counsel (and one and, if reasonably necessary, a single local counsel in each applicable jurisdiction) relevant jurisdiction (including each Home Country of any Borrowing Subsidiary), in each case, for the Administrative Agent, the Sustainability Coordinators, the Arrangers and their Affiliates taken as a whole (which may be a single local counsel acting in multiple jurisdictions)), in connection with the structuring, arrangement and syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, including the preparation preparation, execution and administration delivery of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Sustainability Coordinator, any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay pay, without duplication, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, together with any VAT thereon, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses expenses, together with any VAT thereon, incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, together with any VAT thereon, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Transaction Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (for the Agents, outside consultants for the Agents and one local counsel in each applicable jurisdiction) for internally allocated charges with respect to the Administrative Agent's collateral examination group, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Administrative AgentAgents, the Issuing Bank or any LenderLender and the internally allocated charges with respect to the Administrative Agent's collateral examination group, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for to the Administrative Agent, Agent and X.X. Xxxxxx Securities LLC in its capacity as an Arranger) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, Credit Parties (including the reasonable and documented fees, charges and disbursements of any one primary counsel, one local and/or special counsel for the Administrative Agenteach other relevant jurisdiction or specialization, the Issuing Bank and additional counsel in light of actual or any Lender, potential conflicts of interest) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-of pocket expenses incurred during the continuation of any Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Borrowers agree, jointly and severally, to 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 and documented fees, charges and disbursements of one primary counsel (and one firm of local counsel in each applicable appropriate jurisdiction) , for all of the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Engagement Letter, as well as the preparation, execution, delivery and administration of this Agreement and 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), (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any one primary counsel and one firm of local counsel in each appropriate jurisdiction for all of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Canadian Administrative Agent and its Affiliatestheir Affiliates (limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one primary U.S. counsel and one Canadian counsel to the Administrative Agent, the Canadian Administrative Agent and its Affiliates (and and, if reasonably necessary, of one local counsel in each applicable jurisdiction) for the Administrative Agentany relevant material jurisdiction to all such persons, taken as a whole)), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntralinksIntraLinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect thereof. Subject to the limitations set forth herein or in the Collateral Documents, expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of such Loans or Letters of Credit.the foregoing, costs and expenses incurred by the Agents and their Affiliates in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Arranger, each Agent and its their respective Affiliates, including including, without limitation, the reasonable and documented fees, charges and disbursements of one primary (x) Xxxxx Xxxx & Xxxxxxxx, special counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, and (y) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, special counsel to the Co-Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any LenderLender Party, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan Document, Documents (including its rights under this Section), or in connection with the Loans made or Letters of Credit issued hereunderor the Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Letters of CreditCredit or the Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary U.S. counsel (and one local counsel in each applicable jurisdiction) foreign jurisdiction for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntralinksIntralinks or Syndtrak) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, (x) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Initial Borrower shall pay or cause to be paid (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary a single firm of counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and the Collateral Agent (and any additional counsel retained in any local jurisdiction in connection with matters relating to the laws of such jurisdiction), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender after any Default, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall (and are jointly and severally obligated to) pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its their Affiliates, including including, without limitation, the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agentcounsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable costs, expenses, Taxes, assessments and documented other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and or any other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including including, without limitation, the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agentcounsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to Administrative Agent as to the rights and duties of Administrative Agent and the Banks with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable costs, expenses, Taxes, assessments and documented other charges incurred by any Agent or any Bank in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any LenderBank, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the Issuing Bank or any LenderBank, in connection with the enforcement or protection of its rights in connection with this Agreement and or any other Loan Document, including its rights under this SectionSection 11.04, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, reasonable and documented fees, costs and expenses incurred in connection with: (A) appraisals and insurance reviews;

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay pay, or cause the applicable Borrowing Subsidiary to pay, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary firm of counsel (and for the Agents and, if deemed reasonably necessary by the Agents, one firm of local counsel in each applicable appropriate jurisdiction) for the Administrative Agent, in connection with the arrangement and the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgents, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Lender for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentSpecial Counsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentLender, the Issuing Lender, the Cash Management Bank or any Affiliate of the Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentLender, the Issuing Lender, the Cash Management Bank or any Affiliate of the Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement and any the other Loan DocumentDocuments, including its their rights under this SectionSection 10.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, Lender in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, Lender in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay: (i) all reasonable and documented out-of-out of pocket expenses incurred by Agent, and Lenders and the Administrative Agent Affiliates of the foregoing (including travel, lodging and its Affiliates, including food expenses and the reasonable and documented fees, charges and disbursements of one primary outside counsel (for Agent and one local counsel in each applicable jurisdiction) for the Administrative AgentLenders), in connection with the syndication and distribution (includingpreparation, without limitationnegotiation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinexecution, the preparation delivery and administration of of: (A) this Agreement and the other Loan Documents executed and delivered on or prior to the Effective Date; (B) subject to clause (ii) hereof, any Loan Documents executed and delivered after the Effective Date; and (C) subject to clause (ii) hereof, amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document following the Effective Date (whether or not the transactions contemplated hereby or thereby shall be consummated), ) if requested by Borrower; and (ii) all reasonable and documented out-of-out of pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, workout or restructuring (or negotiations in respect connection with the foregoing)) incurred by Agent or any Lender (including travel, lodging and food expenses and the fees, charges and disbursements of any counsel for Agent or any Lender (including any such Loans counsel who may be employees of Agent or Letters any Lender)) in connection with the enforcement or protection of Creditits rights (including its rights under this Section 12.2) under this Agreement and the other Loan Documents in connection with any Event of Default or any Default that becomes an Event of Default.

Expenses Indemnity Damage Waiver. (a) The Parent 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgents, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Agents, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank Lender or Foreign Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Foreign Credit Instrument or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank any Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank any Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Foreign Credit Instruments issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of CreditCredit or Foreign Credit Instruments.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by it or any demand for payment thereunder made by such Issuing Bank (unless included in the fees charged separately by such Issuing Bank in respect of such Letter of Credit) and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank, and during the Issuing Bank continuation of any Default any other Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, that unless requested by the Borrower, the Borrower shall not be required to pay the expenses associated with assignments or participations from Lenders after the Effective Date in accordance with Section 9.04, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary law firm as counsel (and one local counsel in each applicable jurisdiction) consultants for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Lender or any Lender, including the reasonable and documented Lender for fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Bank Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and during the existence of a Default or an Event of Default (whether or not any other Loan Documentwaiver or forbearance has been granted in respect thereof), including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and at any other Loan Documenttime during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limitation, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent Agent, the Joint Lead Arrangers and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, in no event shall Borrower be responsible to pay any costs or expenses of the Administrative Agent or the Lenders related to any assignment or participation of the Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers 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 and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentArrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Subject to the provisions of Sections 5.09, 5.12 and 5.13, expenses subject to reimbursement by the Borrowers under this Section include, without limiting the generality of the foregoing, reasonable costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, Agent in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that Borrower shall be responsible for the payment of the reasonable fees, charges and disbursements of only a single primary legal counsel and, if applicable, appropriate local, regulatory or other special counsel, for the Administrative Agent, (ii) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, PNC Capital Markets LLC (as an Arranger) and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for any of the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of theany Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Syndication Agents, the Documentation Agents and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local a single counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgents, in connection with the origination, arrangement, syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgents, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and/or the Collateral Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent and/or the Collateral Agent, in connection with the closing of the credit facilities provided for herein (including any and all due diligence performed in connection therewith), the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all mortgage taxes and other charges incurred or required to be paid by the Administrative Agent and/or the Collateral Agent in connection with the Loan Documents, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Bank, or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Bank, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (hereof, in each case whether or not the transactions contemplated hereby or thereby shall be Transactions are consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by RBS Securities Inc. and its Affiliates in its capacity as Joint Lead Arranger, including the reasonable fees, charges and disbursements of counsel, in connection with the arrangement and primary syndication of the Commitments prior to the Closing Date and the preparation, execution and delivery of this Agreement, (iii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, including the reasonable and reasonable, documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntralinksIntraLinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented documented, out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Company under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with (i) lien searches, (ii) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens and the Collateral and (iii) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket and documented expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket and documented expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing fees, costs and expenses may be charged to the Borrower as Loans or to another deposit account, all as described in Section 2.16(c).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any of their Affiliates and its Affiliates, including the reasonable Joint Bookrunners and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) arrangement of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, with respect to fees, charges and disbursements of outside counsel, the Borrower’s reimbursement obligations under this clause (i) shall be limited to the reasonable fees, charges and disbursements of a single counsel for the Xxxxxxxxxxxxxx Xxxxx, (iixx) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Banks or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers, the Syndication Agents, and its their Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for any of the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, including the preparation preparation, execution and delivery of the Fee Letter, as well as the preparation, execution, delivery and administration (it being understood that any such administration expenses exclude the administrative agency fee described in the Fee Letter) of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Arranger, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof provi-sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAgent, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local a single counsel in each applicable jurisdiction) for the Administrative Agent, jurisdiction in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and distribution (includingany credit or similar facility refinancing or replacing, without limitationin whole or in part, via the internet or through a service such as Intralinks) any of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents or any amendmentswaiver, amendments or 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 Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank Lender or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this SectionSection 12.03, or in connection with the Loans Loans, advances or other financial accommodations made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent and Holdings for all reasonable and documented third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Primary Administrative Agent, the Backup Administrative Agent and the Arrangers), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agents or any demand for payment thereunder and Lender (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and any the other Loan DocumentCredit Documents, including its rights under this SectionSection 10.1, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or Letters extension of Creditany Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable and documented costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Agent or any Lender as a result of conduct of athe Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Joint Lead Arrangers and its Joint Bookrunners named on the cover page of this Agreement and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agentcounsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement Lender and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans or Letters of Credit, 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 or Letters of Credit issued hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel (and counsel, one local and/or special counsel for each other relevant jurisdiction or specialization, and additional counsel in each applicable jurisdictionlight of actual conflicts of interest) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, Credit Parties (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, ) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during the continuation of any Event of Default and in regard to any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof provi‐sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Except as otherwise provided herein, the Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Credit Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and any other Loan Documentthe Credit Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Except as otherwise provided herein, expenses being reimbursed by the Company under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers ----------------------------------- shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdictionrelevant jurisdiction (unless the U.S. Borrower consents to more than one counsel) for each of (A) the Administrative AgentAgents and (B) the Collateral Agents, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative each Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The 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 respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary outside counsel for the Administrative Agent and the Arrangers (and, if necessary, one firm of local and one local regulatory counsel in each applicable jurisdiction) appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent, the Arrangers and their respective Affiliates taken as a whole) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinFacility, the preparation and administration of this Agreement 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), (ii) all reasonable and documented out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, Banks and the Lenders in connection with the enforcement or protection of its rights in connection with this Agreement and any the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.