Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the AgentAdministrative Agent and its Affiliates, including, without limitation, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, reasonable and their respective Affiliates, including the reasonable documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel and other outside consultants for the Agent Administrative Agent, the reasonable and documented travel, photocopy, mailing, courier, telephone and other similar expenses, including all Syndtrak (or similar service) expenses, and the Joint Lead Arrangersreasonable and documented cost of environmental assessments and audits and surveys and appraisals, 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 and any amendments, modifications or waivers of or consents related documentationto the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and 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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents Letter of Credit or any demand for payment thereunder, and (whether or not the transactions contemplated thereby shall be consummated)iv) if a Default has occurred, (iii) all reasonable documented out-of-pocket expenses incurred by the any Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for any Agent, the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeHoldings or the Borrower shall pay, jointly and severallyif the Effective Date occurs, to pay (i) all reasonable and documented out-of-or invoiced out of pocket expenses incurred by the Administrative Agent, the Joint Collateral Agent, the Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and to the extent reasonably determined by the Administrative Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent, in each case for the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Joint Lead ArrangersBookrunners, and to the extent retained with the Borrower’s consent, consultants, 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 the Loan Documents or any amendments, modifications or waivers of the provisions thereof and related documentation, (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Collateral Agent, each Issuing Bank, the Lead Arrangers, the Joint Bookrunners or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent and the Collateral Agent, the Issuing Banks, the Lead Arrangers, the Joint Bookrunners and the Lenders, in connection with any amendmentsthe enforcement or protection of their respective rights in connection with the Loan Documents, modifications including their respective rights under this Section, or waivers in connection with the Loans made or Letters of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated)Credit issued hereunder, (iii) including all reasonable documented such out-of-pocket expenses incurred by the Agentduring any workout, the Issuing Banks restructuring or the Lenders, including the reasonable documented fees, charges and disbursements negotiations in respect of any such Loans or Letters of Credit; provided that such counsel for the Agent and for shall be limited to one law firm retained by the Lenders (lead counsel and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:party.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien searches, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the AgentAdministrative Agent and its Affiliates (limited, in the Joint Lead Arrangerscase of legal expenses, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including to the reasonable and documented out-of-pocket fees, charges and disbursements of Cravathone firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), Swaine & Xxxxx LLPand including, counsel without limitation, other reasonable and documented expenses for outside consultants for the Agent Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the Joint Lead Arrangerscost of environmental non-invasive assessments and audits and surveys and appraisals, 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 and any amendments, modifications or waivers of or consents related documentationto the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative 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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal, reinstatement or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or any Lender (limited, in the Lenderscase of legal expenses, including to the reasonable and documented fees, charges and disbursements of any one firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Agent Administrative Agent, the Issuing Bank and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a an actual or perceived conflict of interest, one additional of another firm of counsel per group of for such affected parties)), in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all 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, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the LendersBank, and, after an Event of Default, any Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), Issuing Bank or any Lender in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit, (iv) all transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents, (v) all costs, out-of-pocket expenses, assessments and other charges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (ivvi) subject to any all other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower costs and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under connection with this Section includeAgreement, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan DocumentDocument or the Collateral, reasonable documented out-of-pocket costs including without limitation costs, fees, expenses and expenses other charges incurred in connection with:with performing or obtaining any audit or appraisal in respect of the Collateral or for any surveys, environmental assessments, title insurance, filing fees, recording costs and lien searches.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, Company agrees to pay (i) on demand all reasonable and documented out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Collateral Administrator and the Joint Lead Arrangers, Lenders in connection with the preparation, execution, delivery, syndication and distribution (including, without limitation, via the internet administration of this Agreement or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders other documents and agreements to be delivered hereunder or with respect hereto, in each relevant jurisdiction andcase, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of cap on such costs and expenses set forth in the Loan Documents or of any separate agreement entered into otherwise agreed by the Borrower parties, and the Agent with respect thereto, Company further agrees to pay all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Collateral Administrator in connection with:with any amendments, waivers or consents executed in connection with this Agreement, including the reasonable fees and out of pocket, documented expenses of counsel for the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all reasonable, documented and out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Lenders, in connection with the enforcement against the Company of this Agreement or any of the other Loan Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided, that in the case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, such reimbursement shall be limited to one counsel for all the Administrative Agent and Lenders, (B) counsel for the Collateral Agent shall be limited to one counsel for such Person and (C) counsel for the Collateral Administrator shall be limited to one counsel for such Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Lenders and the Joint Lead Arrangers, 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 hereinLoans and with the preparation, the preparation negotiation, execution and delivery of the Loan Documents and related documentationany security arrangements in connection therewith and any amendment, waiver or other modification (iiincluding proposed amendments, waivers or other modifications) all with respect thereto (including reasonable documented fees, out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel (limited to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one outside counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant per applicable jurisdiction and, in the case of a conflict of interestinterest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional of another outside counsel per group of applicable jurisdiction for such affected partiesPerson)) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders, taken as a whole; provided that the Borrower’s obligations under this clause (i), solely with respect to the preparation, execution and delivery of the Loan Documents on the Effective Date, shall be subject to the limitations provided for in the Engagement Letter and (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders (including reasonable fees, out-of-pocket expenses and disbursements of outside counsel (limited to one outside counsel per applicable jurisdiction and, in the case of a conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another outside counsel per applicable jurisdiction for such affected Person)) in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 11.03, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of CravathParker, Swaine Hudson, Rainer & Xxxxx LLP and Xxxxxx Xxxx Canada LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of one firm of outside U.S. legal counsel and one firm of outside Canadian local counsel (to the extent relevant) to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one legal counsel for the Agent and the Joint Lead ArrangersAdministrative 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, herein and the preparation and administration of the Loan Documents and related documentationthis Agreement, (ii) 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 outside one legal counsel to for the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions hereof (in the case of any Loan Documents clauses (i) and (ii), whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment thereunder, (iv) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with making any Swingline Loan or any demand for payment thereunder, and (v) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, the Issuing Banks Swingline Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any (A) one counsel for the Agent Administrative Agent, and for (B) one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andLenders, in the case of taken as a conflict of interest, one additional counsel per group of affected parties)whole, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien and title searches, title insurance, recording the Mortgages, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, for commercial finance examinations and the Joint Lead Arrangersenvironmental 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside legal counsel to consultants for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented feesfor appraisers, charges commercial finance examinations, and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Joint Amendment and Restatement Lead ArrangersArranger and Bookrunner, the financial institutions identified as Second Amendment and Restatement Lead Arrangers and Bookrunners, the Joint Bookrunners on the cover of this Agreement, Co-Syndication Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agent, the Amendment and Restatement Lead Arranger and Bookrunner, Second Amendment and Restatement Lead Arrangers and Bookrunners, and the Joint Lead ArrangersCo-Syndication 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 preparation, execution, delivery and administration of this Agreement and the other Financing Documents or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Lender in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iii) the fees and out-of pocket expenses of the Agent’s initial and ongoing borrowing base and collateral examinations and periodic field examinations, 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 documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the Loan other Financing Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeIf the Effective Date occurs, jointly and severally, to the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, Sustainability Agent and the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Sustainability Agent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all reasonable and documented 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 (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Agent the Arrangers or, after the occurrence of an Event of Default, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel for the Agent and Administrative Agent, the Joint Lead ArrangersSustainability Agent, any Issuing Bank or any 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit; provided that the Borrower, in connection with the foregoing, shall only be required to pay the fees and expenses of (A) one counsel engaged to represent the Administrative Agent and the Sustainability Agent (B) in the case of the preceding clause (iii), (1) one joint counsel engaged to represent all Issuing Banks, the Administrative Agent, the Sustainability Agent, the Arrangers and all Lenders (taken together), plus one additional counsel for each of the parties taken as a whole who are similarly situated in the event any Issuing Bank or Lender shall have reasonably determined, or been advised by counsel, that there are or may be actual conflicts of interest, including situations in which one or more legal defenses available to it are different from or in addition to those available to any other Issuing Bank or Lender, and (iv2) subject such other joint local counsel in any applicable material jurisdiction engaged to any other provisions of this Agreementrepresent the Administrative Agent, the Sustainability Agent and all Issuing Banks and all Lenders as may be required in the reasonable judgment of the Loan Documents or of any separate agreement entered into by the Borrower Administrative Agent and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Sustainability Agent.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Agent or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Amendment and Restatement Lead Arranger and Bookrunner, the Second Amendment and Restatement Lead Arranger and Bookrunner, the Third Amendment and Restatement Joint Lead ArrangersArrangers and Bookrunners, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Co-Syndication Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agent, the Amendment and Restatement Lead Arranger and Bookrunner, the Second Amendment and Restatement Lead Arranger and Bookrunner, the Third Amendment and Restatement Joint Lead Arrangers and Bookrunners and the Joint Lead ArrangersCo-Syndication 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 preparation, execution, delivery and administration of this Agreement and the other Financing Documents or any amendments, modifications or waivers of the Loan Documents provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the Loan other Financing Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and Syndication Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine a single primary counsel (which shall be Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP, counsel ) for the Administrative Agent and the Joint Lead Arrangers, collectively, and of any special and/or local counsel to the Lenders determined by the Joint Lead Arrangers or the Administrative Agent to be reasonably necessary in connection with this Agreement and retained by the Joint Lead Arrangers and the Administrative Agent (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company and retains its own counsel, of another firm of counsel for such 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, the preparation and administration of this Agreement and any other Loan Documents or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing 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, documented out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, any Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, any Issuing Lender or any Lender, related to the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights under this Agreement or any other Loan Document in connection with the Loan Documentsany actual or reasonably anticipated Default, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agent, the Issuing Bank and the LC Facility Issuing Bank and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and one local counsel for both unless the Agent and the interests of any Lender or group of Lenders in each relevant jurisdiction andare sufficiently divergent, in the which case of a conflict of interest, one additional counsel per for each such Lender or group of affected partiesLenders may be retained), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as Co-Syndication Agents, the Co-Documentation Agents, the Co-Lead Arrangers and Joint Bookrunners named on the cover page of this AgreementAgreement (who shall be third party beneficiaries of the agreements contained in this Section 9.03) (collectively, the “Agent/Arranger Parties”) and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents and the Joint Lead Arrangerscharges of Intralinks/IntraAgency, Syntrak or another relevant website or other information platform, 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses of any Issuing Bank, including the reasonable and documented fees, charges and disbursements of counsel, incurred by such 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 Agent and its AffiliatesAdministrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)any such Person, in connection with the enforcement, collection enforcement or protection of its or their rights in connection with this Agreement and the other Loan Documents, including its or their rights under this Section, or 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 related negotiations negotiations; provided that, in respect the case of reimbursement of counsel, the Borrower’s obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Administrative Agent, one counsel to the Joint Bookrunners and one counsel to the other Lenders (as a group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Joint Bookrunners and the other Lenders (as a group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more of the Administrative Agent, the Joint Bookrunners and the other Lenders affected by such conflict informs the Borrower of such Loans, conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:counsel for such affected Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as Arrangers and the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx Milbank LLP, counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (iiin the case of the Administrative Agent) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single legal counsel for the Agent and for one law firm retained by Administrative Agent) incurred during the Lenders continuance of a Default (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of an actual conflict of interest where one or more Lenders desire to retain separate counsel, another single firm of counsel for such affected Lenders), (ii) all such fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of (aa) a single legal counsel for the Administrative Agent and (bb) a single legal counsel for all the Lenders, taken as a whole (and, in the case of an actual or perceived conflict of interest, one an additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including to all such reasonable documented similarly situated Lenders)) incurred during the continuance of an Event of Default; and (C) all reasonable, documented, out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivlegal counsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (limited, including in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Arrangers and the Administrative Agent and the Joint Lead Arrangerstheir Affiliates (and, if necessary, one local counsel in each applicable jurisdiction and any reasonably necessary regulatory 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 Loan Documents and related documentationprovisions 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 Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, relevant Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (limited, in the Issuing Banks or the Lenderscase of legal expenses, including to the reasonable and documented fees, charges and disbursements of any a single counsel for the Agent and for one law firm retained by the Lenders (and and, if necessary, one local counsel for both the Agent and the Lenders in each relevant jurisdiction andapplicable jurisdiction, any reasonably necessary regulatory counsel and one additional counsel for each group of similarly affected Persons in the case event of a conflict of interest, one additional counsel per group of affected parties)), in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravathone primary counsel and, Swaine & Xxxxx LLPif reasonably necessary, one special and one local counsel in each relevant jurisdiction for the Administrative Agent and the Joint Lead Arrangerssuch Affiliates taken as a whole (in each case, excluding allocated costs of in-house 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, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the Loan Documents provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and related documentation, (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or, after the occurrence and its Affiliatesduring the continuance of any Event of Default, any Lender, including the reasonable reasonable, documented out-of-pocket fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Commitments provided hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Commitments (but limited to one counsel for the Administrative Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect theretocounsel for each such affected Person and, all reasonable documented outif necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:house counsel)).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and unless the interests of any group of Lenders are sufficiently materially divergent, in which case one local (1) additional counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per such group of affected partiesLenders may be retained), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, Borrowers shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, and the Joint Lead Arrangersfor commercial finance examinations, 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) subject to the limitations set forth in Section 5.09(b), all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside legal counsel to consultants for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented feesfor appraisers, charges commercial finance examinations, and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject Loans or Letters of Credit; provided that the Lenders who are not the Agents or the Issuing Bank shall be entitled to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, reimbursement for no more than one counsel representing all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:such Lenders.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravatha single firm of outside counsel to the Administrative Agent, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersBookrunners and their respective Affiliates and to the extent reasonably determined by the Administrative Agent to be necessary and approved by the prior written consent of the Borrower, such approval not to be unreasonably withheld, one local counsel in each applicable jurisdiction (in addition to any reasonably necessary special 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, and the preparation preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by 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 Agent and its AffiliatesAdministrative Agent, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions enforcement of any Loan Documents (whether rights or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunderremedies, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit (A) in connection with: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 (B) in connection with the Loans made or Letters of Credit issued hereunder; provided that such counsel shall be limited to one lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of one lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by such affected party in each relevant jurisdiction for such affected party).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, Company agrees to pay (i) on demand all reasonable and documented out-of-pocket fees, charges, disbursements, costs and expenses incurred by of the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as Collateral Administrator, the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Securities Intermediary and the Joint Lead Arrangers, Lenders in connection with the preparation, execution, delivery, syndication and distribution (including, without limitation, via the internet administration of this Agreement or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the other documents and agreements to be delivered hereunder or with respect hereto, (iii) including but not limited to the Security Deed, in each case, subject to any cap on such fees, charges, disbursements, costs and expenses set forth in the Loan Documents or otherwise agreed by the parties, and the Company further agrees to pay all reasonable and documented out-of-pocket fees, charges, disbursements, costs and expenses incurred by of the Administrative Agent, the Issuing Banks Collateral Agent, the Collateral Administrator and the Securities Intermediary in connection with any amendments, waivers or the Lendersconsents executed in connection with this Agreement, including the reasonable fees and out of pocket, documented fees, charges and disbursements expenses of any counsel for the Agent Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and for one law firm retained by the Lenders (with respect thereto and one local counsel for both with respect to advising the Administrative Agent and the Lenders in each relevant jurisdiction andas to its rights and remedies under this Agreement, in and to pay all reasonable, documented and out-of-pocket fees, charges, disbursements, costs and expenses, if any (including reasonable counsel fees and expenses), of the case of a conflict of interestAdministrative Agent, one additional counsel per group of affected parties)the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Lenders, in connection with the enforcement, collection enforcement or protection of its their rights in connection with this Agreement or any of the other Loan DocumentsDocuments and the other documents and agreements to be delivered hereunder or with respect hereto; provided, including its rights under this Sectionthat in the case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, or in connection with such reimbursement shall be limited to one counsel for all the Loans made hereunderAdministrative Agent and Lenders, including all (B) counsel for the Collateral Agent and the Securities Intermediary shall be limited to one counsel for such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Person and (ivC) subject counsel for the Collateral Administrator shall be limited to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:one counsel for such Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeCompany (and, solely with respect to amounts relating to the European Revolving Credit Facility (solely with respect to amounts borrowed by the European Borrower), European Term A Loans, European Term B Loans, European Term B-1 Loans and the European Borrower, the Borrowers, jointly and severally, to ) shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent Arrangers and the Joint Lead ArrangersAdministrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory 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 Loan Documents and related documentationprovisions 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 Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, relevant Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Banks Bank or the Lenders, including any Lender (limited to the reasonable and documented fees, charges and disbursements of any a single counsel for the Administrative Agent and for one law firm retained the Lenders, which counsel shall be selected by the Lenders Administrative Agent (and and, if necessary, one local counsel for both the Agent and the Lenders in each relevant jurisdiction andapplicable jurisdiction, regulatory counsel and one additional counsel for the affected parties in the case event of a conflict of interest, one additional counsel per group of affected parties)), in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to US Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (other than the Euro Administrative Agent, the Joint Lead Arrangersany Euro Revolving Credit Lender, any Euro Term Lender, the financial institutions identified as Euro Issuing Lender or the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesEuro Swingline Lender), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel and consultants for the Agent and the Joint Lead ArrangersAdministrative 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 or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Lender in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the LendersLender, any Revolving Credit Lender, Term Lender, including the reasonable documented fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Revolving Credit Lender or Term Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Revolving Credit Loans and Term Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and Loans or Letters of Credit. The Euro Borrower shall pay (ivx) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Euro Administrative Agent and its Affiliates (other than the Administrative Agent, the Arranger, the Issuing Lender or any Revolving Credit Lender, Term Lender or Swingline Lender), including the reasonable fees, charges and disbursements of counsel and consultants for the Euro Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Euro Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeAgreement or any amendments, without limiting the generality modifications or waivers of the foregoingprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), subject to any other applicable provision of any Loan Document, (y) all reasonable documented out-of-pocket costs and expenses incurred by the Euro Issuing Lender in connection with:with the issuance, amendment, renewal or extension of any Euro Letter of Credit or any demand for payment therefor and (z) all reasonable out-of-pocket expenses incurred by the Euro Administrative Agent, the Euro Issuing Lender, any Euro Revolving Credit Lender or any Euro Term Lender, including the fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Euro Administrative Agent, the Euro Issuing Lender, the Euro Revolving Credit Lenders or the Euro Term Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Euro Revolving Loans or the Euro Term Loans made or Euro 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 Euro Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Parent Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Administrative Agent, 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 Administrative Agent shall deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by any Issuing 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 documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Letters of this Agreement, of the Loan Documents Credit or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Foreign Credit Instruments.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower, jointly and severally, to pay shall pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Parties and the Agent (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of Xxxx Xxxxxxxx LLP, Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP and Holland & Knight LLP and, if reasonably necessary, of a single firm of local counsel to the Commitment Parties and Agents in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with the Lead Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the Term Facility, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliateseach Agent or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for such Agent and of counsel for the Agent and the Joint Lead ArrangersLenders, in connection with the syndication and distribution preservation, enforcement or protection of any rights or remedies (including, without limitation, via the internet or through a service such as IntralinksA) of the credit facilities provided for herein, the preparation of in connection with the Loan Documents (including all such costs and related documentationexpenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 9.03 or (iiB) in connection with the Loans made hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred by the Agent and its Affiliatesduring any workout, including the reasonable fees, charges and disbursements restructuring or negotiations in respect of outside legal such Loans; provided that such counsel with respect to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents this clause (whether or not the transactions contemplated thereby ii) shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any limited to one lead counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Agents, taken as a whole, and one lead counsel and one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Lenders, taken as a whole (and, in the case of a conflict of interest, where each Agent or any Lender affected by such conflict notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel per group of affected parties), in connection as may be retained with the enforcement, collection Lead Borrower’s consent (such consent not to be unreasonably withheld or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdelayed). Expenses reimbursable by the Borrower under this Section include, without limiting the generality of Notwithstanding the foregoing, subject to the expenses of counsel shall not include any other applicable provision allocated costs of any Loan Document, reasonable documented outin-of-pocket costs and expenses incurred in connection with:house counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLPXxxxxxx llp, counsel for the Agent, and each other local non-U.S. counsel for the 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, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Issuing Banks and the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket expenses incurred by the Agent, of each Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Arrangers and Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine White & Xxxxx Case LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated 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 and delivery of the Loan Documents and related documentation(in the case of the Administrative Agent) any amendments, modifications or supplements of the provisions hereof requested by the Borrower (iiwhether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (B) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket expenses incurred by the of each Agent and its Affiliates, any trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges of counsel for the Agents and disbursements of outside legal such trustee and one local counsel to the Agentand one regulatory counsel, in connection with any amendmentseach case, modifications for each relevant jurisdiction, and, in each case, if necessary in the case of an actual or waivers perceived conflict of interest, an additional local and regulatory counsel in each such applicable jurisdiction) and each Lender (including the provisions reasonable fees, disbursements and other charges of any Loan Documents counsel for such Lender) incurred during the continuance of a Default and (whether or not the transactions contemplated thereby shall be consummated), (iiiC) all reasonable documented reasonable, documented, out-of-pocket expenses costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the AgentCollateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel and one regulatory counsel, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCanadian Administrative Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary U.S. and one primary Canadian counsel for the Agent Administrative Agent, the Canadian Administrative Agent, the Arrangers and their Affiliates, and if deemed necessary by the Joint Lead ArrangersAdministrative Agent, one local counsel in each applicable 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 facility provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 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 Agent and its AffiliatesAdministrative Agent, the Canadian Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andCanadian Administrative Agent, in the case of a conflict of interestany Arranger, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit. Subject to the provisions of Sections 5.09, 5.12 and (iv) 5.13, expenses subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, for commercial finance examinations and the Joint Lead Arrangersenvironmental 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and its Affiliates(iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside legal counsel to consultants for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented feesfor appraisers, charges commercial finance examinations, and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Administrative Agent (including the reasonable fees, disbursements and other charges of Milbank LLP, special counsel to the Administrative Agent) and the Collateral Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxxx Xxxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Collateral Agent) associated 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 and delivery of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiix) all reasonable documented fees and out-of-pocket expenses of each Agent (including the reasonable fees, disbursements and other charges of a single counsel for each of the Agents) incurred by during the continuance of a Default, and (y) all such fees and expenses of the Administrative Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Collateral Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case Administrative Agent, the Collateral Agent and the Lenders, which may be separate counsel) incurred during the continuance of a conflict an Event of interestDefault; and (C) all reasonable, one additional counsel per group of affected parties)documented, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (iv) subject to any other provisions of this Agreement, counsel for each of the Loan Documents or of any separate agreement entered into by the Borrower Administrative Agent and the Agent with respect thereto, all reasonable documented out-of-pocket expenses Collateral Agent) incurred by the Administrative Agent or the Collateral Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable and documented third-party out-of-pocket expenses incurred by the AgentAgents and their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Agents, outside consultants for the Agents, appraisers, and for commercial finance examinations, in connection with the syndication of the credit facilities provided for herein, the Joint Lead Arrangerspreparation and administration of the Loan Documents or any amendments, modifications or waivers of the financial institutions identified as provisions thereof (whether or not the Joint Bookrunners on the cover transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented third-party out-of-pocket expenses incurred by each Issuing Bank in connection with any demand for payment under any Letter of this AgreementCredit, and their respective Affiliates(iii) all reasonable and documented third-party out-of-pocket expenses incurred by the Agents, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel and any outside consultants for the Agent Agents, each Issuing Bank or any Lender, for appraisers, commercial finance examinations, and the Joint Lead Arrangersenvironmental 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, 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 third-party out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided, that the Lenders who are not the Agents or an 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Each Credit Party shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each Lender (in the case of legal or consultancy fees, disbursements, charges and expenses, limited to: (i) all reasonable fees, disbursements, charges and expenses of Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx, Lawyers PLLC, and one local counsel in each necessary jurisdiction for the Administrative Agent, the Joint Lead ArrangersLenders, the financial institutions identified as Issuers, the Joint Bookrunners on the cover of this AgreementLender Swap Counterparties, and their respective Affiliatesthe Bank Product Providers taken as a whole, including and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected parties similarly situated taken as a whole, and other reasonable legal or consultancy fees, charges expenses and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative 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) fees, disbursements, charges, and expenses of the credit facilities provided for hereinAdministrative Agent’s financial advisor, Huron Consulting Group, and other auditors, accountants, printers, insurance and environmental advisors, and consultants and agents, including any third party consultant engaged by the preparation of Administrative Agent to evaluate the Loan Documents Company and related documentationits Subsidiaries) in its sole discretion, and (ii) all reasonable documented out-of-pocket fees, disbursements, charges and expenses incurred by of each Lender and each Issuer in connection with the Agent discussion, negotiation, preparation, execution and its Affiliatesdelivery of any documents in connection with any proposed financing of the Borrowers, including the reasonable Loan Documents and the funding of all Loans under this Agreement, such costs and expenses including due diligence, syndication of this Agreement (including printing, distribution and bank meeting) transportation, duplication, messenger, audit, insurance, appraisal and consultant costs and expenses, and all search, filing and recording fees, charges and disbursements of outside legal counsel to incurred or sustained by the Administrative Agent, the Lenders, or the Issuers in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, the administration of this Agreement and any amendments, modifications or waivers of any provision of the provisions of any Loan Documents or the transactions contemplated thereby or hereby (whether or not the transactions contemplated thereby or hereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcementinterpretation, collection enforcement or protection of its any of their rights in connection with and remedies under the Loan Documents, Documents including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Revolving Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Lead Arrangers, Administrative Agent, the Joint Lead ArrangersSyndication Agents, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Documentation Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Lead Arrangers, Administrative Agent, the Syndication Agents and the Joint Lead ArrangersDocumentation 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, Agents, the Issuing Banks or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andany Lead Arranger, in the case of a conflict of interestAgent, one additional counsel per group of affected parties)Issuing Bank or Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit; provided that the obligation to pay fees, disbursements and other charges of legal counsel shall be limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and all Lenders and one additional Irish counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and all Lenders (iv) subject to and, if reasonably necessary, of one additional local counsel in any other provisions relevant jurisdiction) (and in the case of this Agreementany actual or perceived conflict, an additional conflicts counsel with respect to each of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:above).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay all (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Ex-Im Revolving Lender and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravathon outside general counsel plus, Swaine & Xxxxx LLPif applicable, one local counsel in any relevant jurisdiction and one counsel with respect to any specialized matters for the Administrative Agent and the Joint Lead ArrangersEx-Im Revolving Lender, 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all 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) out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any outside general counsel for the Agent and for one law firm retained by the Lenders (and plus, if applicable, one local counsel for both the Agent and the Lenders in each any relevant jurisdiction andand one counsel with respect to any specialized matters for each of the Administrative Agent, in the case Issuing Bank (to the extent that the Issuing Bank is not the same institution as the Administrative Agent) or any Lender (to the extent that such Lender or similarly affected group of a Lenders has an actual or perceived conflict of interestinterest with the Administrative Agent, one additional counsel per group of affected partiesthe Issuing Bank or another Lender or Lenders), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents and internally allocated charges with respect to the Joint Lead ArrangersAdministrative 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Agent and for one law firm retained by Agents, the Lenders (and one local counsel for both the Agent Issuing Bank or any Lender and the Lenders in each relevant jurisdiction and, in internally allocated charges with respect to the case of a conflict of interest, one additional counsel per group of affected parties)Administrative Agent's collateral examination group, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, Borrower and each other Credit Party shall jointly and severally, to severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, consultants and of one primary counsel for to the Administrative Agent and all Lenders and one local counsel to the Joint Lead ArrangersAdministrative Agent and all Lenders in each jurisdiction deemed reasonably necessary by the Administrative Agent, and the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in each case 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 and any amendments, modifications or waivers of or consents related documentationto the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket costs, expenses, Other Taxes, assessments and other charges incurred by the Administrative 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, (iii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent (and its Affiliates, ) and the Lenders (including (A) the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of Administrative Agent and (B) the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one primary counsel for the Agent and for one law firm retained by to the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of as a group unless there is an actual or perceived conflict of interest, interest in which case each such Person may retain its own counsel (plus no more than one additional counsel per group of affected parties), in connection with the enforcement, collection each jurisdiction that is reasonably necessary to such enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, rights)) incurred during any workout or restructuring or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during enforcement of any workout, restructuring rights or related negotiations remedies in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners Arrangers listed on the cover of this Agreement, page hereof and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative 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, herein (whether or not the preparation of the Loan Documents and related documentationtransactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal one counsel to for the AgentAdministrative Agent (it being understood that Xxxxxx, Xxxxx & Xxxxxxx LLP will act as sole counsel for the Administrative Agent as of the Effective Date), in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans; provided that the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (which shall be selected by the Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (it being understood that Xxxxxx, and (iv) subject to any other provisions of this Agreement, Xxxxx & Bockius LLP will act as sole counsel for the Administrative Agent as of the Loan Documents or Effective Date) (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any separate agreement entered into one time for the Administrative Agent and the Lenders as a whole); provided, further, that in the case of a conflict of interest where the Lenders affected by such conflict inform the Borrower and the Agent with respect theretoof such conflict, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section shall also be responsible for the reasonable fees and expenses of such additional counsel (which shall be reasonably acceptable to each such Lender and shall include, without limiting the generality of the foregoingif necessary, subject local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:eliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay within thirty (30) days after receipt of reasonably detailed documentation therefor, jointly and severally, to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent Agents (in addition to one local counsel in each relevant jurisdiction shared with the Borrower to the extent acceptable to such counsel and the Joint Lead ArrangersBorrower), in connection with due diligence performed in connection with the arrangement of the credit facilities provided for herein, 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by not paid on the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with Closing Date or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated thereby shall be consummated), (iiiii) 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 and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any a single counsel for the Agent Administrative Agent, the Collateral Agent, the Issuing Bank, the Lenders, and for one law firm retained by the Lenders other Secured Parties (and one in addition to a single local counsel for both the Agent and the Lenders in each relevant jurisdiction andjurisdiction, and in the case of event a conflict of interestinterest arises, one additional primary counsel per group of affected partiesfor the conflicted parties (taken as a whole), ) in connection with the enforcement, collection enforcement of any rights under this Agreement or protection of its rights in connection with the any other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder; provided, including all such the Borrower shall not be obligated to pay for any third party advisor or consultants (in addition to those set forth in the immediately preceding clause (iii)), except following an Event of Default with respect to which the Required Lenders have accelerated the Loans or are pursing remedies, in which case the Borrower shall pay the reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject one additional advisor to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by extent the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent has provided its prior written consent (in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:its sole discretion).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeExcept as provided in Section 2.23, jointly and severally, to the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single New York legal counsel for the Administrative Agent and the Joint Lead ArrangersArrangers and their respective Affiliates, and one local counsel in each jurisdiction that the Administrative Agent may deem appropriate in its good faith discretion, in connection with the syndication and distribution (including, without limitation, including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 (limited, in the case of attorneys’ fees, to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel) 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 Agent and its AffiliatesAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside a single general legal counsel to collectively represent the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or Lenders, the Joint Lead Arrangers and their respective Affiliates, and of a single local legal counsel to collectively represent the Administrative Agent, the Lenders, including the reasonable documented fees, charges Joint Lead Arrangers and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders their respective Affiliates in each relevant jurisdiction and, that the Administrative Agent may deem appropriate in the case of a conflict of interest, one additional counsel per group of affected parties)its good faith discretion, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into being reimbursed by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParent and the Borrower, jointly and severally, to 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 (1) primary counsel for the Administrative Agent and its Affiliates, one (1) Texas local counsel for the Administrative Agent and its Affiliates (in connection with the Cases) and to the extent necessary as reasonably determined by the Administrative Agent, other outside consultants for the Administrative Agent, the Joint Lead Arrangersreasonable and documented travel, photocopy, mailing, courier, telephone, distributions, insurance, CUSIP or LXID registration or other similar fees, bank meetings and other similar expenses, and the reasonable and documented cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the financial institutions identified 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 Joint Bookrunners on rights and duties of the cover Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents 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), the negotiation of the DIP Orders, the Approved Plan and related disclosure statement and Confirmation Order, the Restructuring Support Agreement, and their respective Affiliatesotherwise in connection with the Cases, (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent in connection with any search, 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any other Agent or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel for the Administrative Agent, any other Agent and the Joint Lead Arrangers, or any 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring (including in connection with the Cases) or related negotiations in respect of such LoansLoans (including, without limitation, periodic collateral/financial control, field examinations, asset appraisal expenses, the monitoring of assets, enforcement or rights and (ivother miscellaneous disbursements) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all such reasonable and documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includefees, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred of any restructuring advisor hired by the Administrative Agent, any other Agent or any Lender in connection with:with any workout restructuring or similar negotiations in respect of this Agreement and the Loans made hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as each of the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one firm of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction) for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents, including the reasonable documented fees, charges and disbursements of one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction). Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent, and each other local non-U.S. counsel for the 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, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Issuing Banks and the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary counsel for the Agent Administrative Agent, the Arrangers and their Affiliates, and if deemed necessary by the Joint Lead ArrangersAdministrative Agent, one local counsel in each applicable jurisdiction, in connection with the preparation of this Agreement and the other Loan Documents, the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 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 Agent and its AffiliatesAdministrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andAdministrative Agent, in the case of a conflict of interestany Arranger, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit. Subject to the provisions of Sections 5.09, 5.12 and (iv) 5.13, expenses subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by the AgentIssuing 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 out-of-pocket expenses incurred by the Issuing Banks or the Lenders, Credit Parties including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit provided that the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrower’s obligations under this Section include9.03(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Persons described in clauses (i), without limiting (ii) and (iii) above, taken as a whole, (y) in the generality of the foregoing, subject to any other applicable provision case of any Loan Documentconflict of interest, reasonable documented out-of-pocket costs one outside legal counsel for such affected Person or group of Persons and expenses incurred (z) if necessary, one local legal counsel in connection with:each relevant jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel (which shall be limited to one counsel to the Administrative Agent and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant jurisdiction to the Administrative Agent and its Affiliates) and other outside consultants for the Administrative Agent, the Joint Lead Arrangersreasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the financial institutions identified 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 Joint Bookrunners on rights and duties of the cover Administrative Agent and the Lenders with respect thereto) of this AgreementAgreement and the other Loan Documents 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 costs, expenses, Taxes, assessments and 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, (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, and their respective Affiliates(iv) all out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel for any Agent, the Agent and the Joint Lead ArrangersIssuing Bank or any 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, and (iv) subject to any other provisions except in the case of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by described in this clause (iv) to the Agent in the administration of the Loan Documents. Expenses reimbursable by extent that Section 12.03(b) expressly provides that the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented shall not indemnify such party for such out-of-pocket costs and expenses incurred in connection with:expenses.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andAdministrative Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, Loans or Letters of Credit and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket losses, costs or expenses incurred by the Agent any Lender sustained in the administration connection with any conversion of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeObligations, without limiting the generality of the foregoingfees, subject to payments or any other applicable provision of amounts payable to such lender from any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Foreign Currency to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers agree, jointly and severally, to pay (i) all fees and reasonable documented out-of-pocket expenses (including, without limitation, the fees and expenses incurred in connection with any field examination and any appraisal of any of the Collateral) incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead ArrangersCollateral 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, supplements, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, (including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained Administrative Agent, the Collateral Agent, the Issuing Bank and/or any Lender) incurred by the Lenders 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 out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and one local disbursements of any counsel for both the Agent and Administrative Agent, the Lenders in each relevant jurisdiction andCollateral Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its their rights in connection with the Loan Documents, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender) incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, provided that the Lenders who are not the Agents 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay promptly following written demand (including documentation supporting such request), (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented fees, charges and disbursements of Cravathone outside general counsel (plus, Swaine & Xxxxx LLPif necessary, one local counsel in any relevant jurisdiction and one counsel with respect any specialized matters) for the Administrative 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) an Electronic System of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationany amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lender taken as a whole, and for if reasonably necessary, one law firm retained by the Lenders (additional local counsel and one local additional specialist counsel for both the Agent and the Lenders in each relevant jurisdiction other jurisdiction, but excluding any allocated costs of in-house counsel (and, in light of actual or perceived conflicts of interest or the case availability of a conflict of interestdifferent claims or defenses, with the Borrower’s consent (not to be unreasonably withheld or delayed), one additional counsel per for each similarly affected group of affected partiesLenders (taken as a whole) and, if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, Administrative Agent and its Affiliates and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this AgreementCollateral Agent, each Issuing Bank and their respective AffiliatesSwingline Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP, Xxxxxxxx LLP and any other special or local counsel for the Administrative Agent and as may have been retained by the Joint Lead ArrangersAdministrative Agent after consultation with the Borrower, 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 (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (in each case whether or not the Transactions are consummated), (ii) all reasonable documented 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 (iii) all reasonable out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andCollateral Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or 100 protection of its rights under or in connection with this Agreement and the other Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners Arrangers listed on the cover of this Agreement, page hereof and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative 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, herein (whether or not the preparation of the Loan Documents and related documentationtransactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal one primary counsel to for the Administrative Agent, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all 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 (iv) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit; provided that the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into which shall be selected by the Borrower Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent with respect theretoand the Lenders as a whole); provided, all reasonable documented out-of-pocket expenses incurred by the Agent further, that in the administration case of a conflict of interest where the Loan Documents. Expenses reimbursable Lenders affected by such conflict inform the Borrower under this Section of such conflict, the Borrower shall also be responsible for the reasonable fees and expenses of such additional counsel (which shall be reasonably acceptable to each such Lender and shall include, without limiting the generality of the foregoingif necessary, subject local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:eliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of one counsel and if reasonably required by the Administrative Agent, local counsel or specialist counsel, and, if counsel for the Administrative Agent determines in good faith that there is a conflict of interest that requires separate representation for any Agent, any Bookrunner, the Issuing Bank or any Lender, one additional counsel for each Person subject to such conflict of interest) incurred by the Bookrunners, the Administrative Agent, and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, Issuing Bank in connection with the syndication issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (iiiii) all reasonable and documented out-of-pocket expenses incurred by any Agent, the Agent and its AffiliatesBookrunners, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Bookrunners, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), Issuing Bank or any Lender in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including but in the case of legal fees and expenses limited to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent and the Joint Lead ArrangersAdministrative 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 any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Swingline Lenders, the Issuing Banks or Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Swingline Lenders, the Agent Issuing Bank and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 81 Agreement, 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 related negotiations in respect of such LoansLoans or Letters of Credit; provided that, and with respect to reimbursement under this subsection (iv) subject to any other provisions of this Agreementiii), the obligation of the Loan Documents or Borrower to reimburse fees, charges and disbursements of any separate agreement entered into by counsel is limited to one counsel for the Administrative Agent and one counsel for the other entitled parties collectively, except that, if an actual conflict exists, the Borrower shall be responsible for the reasonable and the Agent with respect thereto, all reasonable documented out-of-pocket legal costs for additional counsel for each such party subject to such conflict. Notwithstanding the foregoing, legal fees and expenses incurred by the Agent owed to an Indemnitee in the administration of the Loan Documents. Expenses reimbursable connection with an indemnity claim shall only be payable by the Borrower under this Section include, without limiting in accordance with the generality terms of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:clause (b) below.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall ---------------------------------- pay (i) subject to paragraph 5 of the Commitment Letter, dated as of March 25, 1997, among the Borrower, Holdings, CIBC Inc. and CIBC Wood Gundy Securities Corp., all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one documentation counsel for the Administrative Agent and the Joint Lead ArrangersArrangers and their respective Affiliates, 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 of such Commitment Letter, this Agreement and the Loan Documents, and any amendments, modifications or waivers of the provisions hereof and any other Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and the Arrangers and their respective Affiliates in connection with the ongoing consideration of legal matters relevant to any of the foregoing, including the ongoing compliance with this Agreement and the security relating hereto and thereto, (ii) the reasonable fees and expenses of any local counsel retained by the Administrative Agent, (iii) the reasonable ongoing fees and expenses of the Consultants in connection with the preparation of their reports and the ongoing fees and expenses of the Independent Engineer and the Insurance Consultant, (iv) any expenses the Borrower or any Subsidiary specifically agrees to pay pursuant to any provision of the Loan Documents and related documentation, (iiv) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Lead Agents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), but only in connection with the enforcement, collection enforcement or protection of its rights or remedies in connection with this Agreement and the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such in connection with any workout, restructuring or negotiations in respect thereof, provided -------- with respect to legal fees, the Borrower shall be responsible to pay only the reasonable documented fees and expenses of one or more counsel selected by the Administrative Agent for the benefit of itself, the Lead Agents, the other Agents and the Issuing Bank. Other than as set forth above, the Administrative Agent and the Lenders shall be responsible for their own expenses, including ongoing administration expenses (which the Administrative Agent's fee is intended to cover) and expenses incurred in connection with assignments. With respect to out-of-pocket expenses incurred during any workoutin connection with amendments, restructuring modifications or related negotiations in respect of such Loans, and (iv) subject waivers to any other provisions of this Agreement, of Agreement or the Loan Documents and in connection with the ongoing consideration of legal matters relevant to this Agreement and the other Loan Documents (except for matters relating to the enforcement or protection of rights or remedies and except when an Event of Default has occurred and is continuing) the Administrative Agent agrees to confer with the Borrower in advance of the incurrence of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:such expenses.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of CravathOtterbourg, Swaine Steindler, Houston & Xxxxx LLPXxxxx, P.C., counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and unless the interests of any group of Lenders are sufficiently materially divergent, in which case one local (1) additional counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per such group of affected partiesLenders may be retained), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents and (v) reasonable out-of-pocket expenses in an amount not to exceed $20,000 incurred by Syndication Agent on or prior to the Closing Date in connection with the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:: (A) appraisals; (B) field examinations (other than field examinations conducted at the Administrative Agent’s own expense pursuant to the last sentence of Section 5.06(b)) 140 and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or (notwithstanding any reference to “out-of-pocket” above in this Section 9.03) the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (C) lien and title searches and title insurance; (D) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; and (E) forwarding loan proceeds and costs and expenses of preserving and protecting the Collateral. Other than to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrowers within ten (10) Business Days of receipt of an invoice relating thereto and setting forth such expenses in reasonable detail.

Expenses Indemnity Damage Waiver. (a) The Borrower and each other Loan Parties agree, Party shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, ABL Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary counsel and one local counsel in each relevant jurisdiction for the Agent and the Joint Lead ArrangersABL 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 the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and related documentationthe creation, perfection or protection of the Liens under the Loan Documents, (ii) all reasonable documented 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, (iii) all reasonable out-of-pocket expenses incurred by the ABL Administrative Agent, the Original Agent (provided that the Borrower and its Affiliateseach other Loan Party shall pay all reasonable out-of-pocket expenses incurred by the Original Agent solely in connection with the enforcement, collection or protection of the Original Agent’s rights as “Collateral Agent” under, and as defined in, the Primary Collateral Access Agreement, the Real Property Holding Company Collateral Access Agreement and the existing Amended and Restated Deposit Account Control Agreement described in Section 5.14(b) during the Transition Period), any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by ABL Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andOriginal Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan DocumentsCredit. Expenses reimbursable being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, in connection Arranger and their affiliates associated with the syndication and distribution of the credit facility provided for herein (including, without limitation, via the internet or through a service such as Intralinksan electronic system) of and the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the Loan Documents and related documentationany amendment, modification or waiver with respect thereto (whether or not the transactions contemplated hereby or thereby shall be consummated) (including the reasonable and documented fees, disbursements and other charges of counsel (limited to one primary counsel, one local counsel in each reasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and one or more additional counsel if one or more actual conflicts of interest arise)), (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by of the Administrative Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges Bank and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (including the fees, disbursements and other charges of counsel (limited to one primary counsel, one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interestreasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and one or more additional counsel per group if one or more actual conflicts of affected partiesinterest arise), ) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket of‑pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay, jointly and severallyif the ClosingAmendment Effective Date occurs, to pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the AgentAgents, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine (x) Xxxxxx & Xxxxx WatkinsTroutman Xxxxxxx LLP, counsel to the Agents, Joint Lead Arrangers and Joint Bookrunners, and (y) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel for all such affected parties taken as a whole, in each case for the Agent Agents, the Issuing Banks, the Joint Bookrunners and the Joint Lead Arrangers, 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, and the preparation preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder[reserved] and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesAgents, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the AgentAgents, the Issuing Banks and the Lenders, in connection with any amendments, modifications the enforcement or waivers of the provisions protection of any rights or remedies (A) in connection with the Loan Documents (whether or not the transactions contemplated thereby shall be consummatedincluding all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under 181 this Section or (iiiB) in connection with the Loans made or Letters of Credit issued hereunder, including all reasonable documented such out-of-pocket costs and 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 (i) one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) to the Agents as may reasonably be deemed necessary by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges Agents in each relevant jurisdiction and disbursements (ii) one lead counsel and such local counsel (exclusive of any counsel for the Agent and for one law firm retained by reasonably necessary special counsel) to the Lenders (and one local counsel for both the Agent and taken as a whole as may be reasonably determined by the Lenders in each relevant jurisdiction and, in the case of a an actual or reasonably perceived conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including for all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:affected parties taken as a whole.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the of each Agent, the Lead Arranger and the Joint Lead Arrangers, the financial institutions identified as the Joint Arrangers and Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx Milbank LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated 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 and delivery of the Loan Documents and related documentation, (iiin the case of the Administrative Agent) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers supplements of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (iiiB) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, of each Agent and any trustee appointed pursuant to Section 8.01(d) (including the reasonable documented fees, disbursements and other charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (such trustee and one local counsel for both the Agent and the Lenders one regulatory counsel, in each case, for each relevant jurisdiction jurisdiction, and, in each case, if necessary in the case of a an actual or perceived conflict of interest, one an additional local and regulatory counsel per group in each such applicable jurisdiction) and each Lender (including the reasonable fees, disbursements and other charges of affected parties)counsel for such Lender) incurred during the continuance of a Default and (C) all reasonable, documented, out‑of‑pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the Collateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel and one regulatory counsel, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including but in the case of legal fees and expenses limited to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent and the Joint Lead ArrangersAdministrative 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 any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) 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, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Swingline Lenders, the Issuing Banks or Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Swingline Lenders, the Agent Issuing Bank and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, 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 related negotiations in respect of such LoansLoans or Letters of Credit; provided that, and with respect to reimbursement under this subsection (iv) subject to any other provisions of this Agreementiii), the obligation of the Loan Documents or Borrower to reimburse fees, charges and disbursements of any separate agreement entered into by counsel is limited to one counsel for the Administrative Agent and one counsel for the other entitled parties collectively, except that, if an actual conflict exists, the Borrower shall be responsible for the reasonable and the Agent with respect thereto, all reasonable documented out-of-pocket legal costs for additional counsel for each such party subject to such conflict. Notwithstanding the foregoing, legal fees and expenses incurred by the Agent owed to an Indemnitee in the administration of the Loan Documents. Expenses reimbursable connection with an indemnity claim shall only be payable by the Borrower under this Section include, without limiting in accordance with the generality terms of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:clause (b) below.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Co-Collateral Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Shearman & Xxxxx Sterling LLP, counsel for the Agent Agent, and the Joint Lead Arrangersof Otterbourg, Steindler, Houston and Xxxxx, P.C., counsel to Xxxxx Fargo Retail Finance, LLC, as a 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its the Co-Collateral Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the AgentAgent and the Co-Collateral Agents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Co-Collateral Agents, Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent, for any Co-Collateral Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made 138 or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent and the Co-Collateral Agents in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and unless the interests of any group of Lenders are sufficiently materially divergent, in which case one local (1) additional counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per such group of affected partiesLenders may be retained), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay, jointly if the Effective Date occurs and severallythe Transactions have been consummated, to pay (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (without duplication) (limited, including in the reasonable case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of CravathCxxxxx Xxxxxx & Rxxxxxx llp and to the extent reasonably determined by the Term Administrative Agent to be necessary, Swaine & Xxxxx LLPone firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the Agent affected Indemnitees similarly situated and (y) the Joint Lead Arrangersfees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, modifications or waivers of the provisions of any Loan Documents thereof and (whether or not the transactions contemplated thereby shall be consummated), (iiiii) all reasonable and documented out-ofand invoiced out‑of-pocket costs and expenses incurred by the Term Administrative Agent, the Issuing Banks any Joint Lead Arranger or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Term Administrative Agent, the Joint Lead Arrangers and for one law firm retained by the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel for both the Agent and the Lenders in each relevant material jurisdiction and, in the case of a an actual conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel per group for the affected Indemnitees similarly situated and (y) the fees and expenses of affected partiesany other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement, collection enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket of‑pocket costs and expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Loan.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx McGuireWoods LLP and Xxxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of one firm of outside legal counsel to the Agent, Agent in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to the U.K. Borrower hereunder, the U.K. Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Joint Bookrunners, the Agent, the Syndication Agent, the Documentation Agent, the Issuing Banks Bank, the Swingline Lender, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeExcept as provided in Section 2.23, jointly and severally, to the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single New York legal counsel for the Administrative Agent and the Joint Lead ArrangersArranger and their respective Affiliates, and one local counsel in each jurisdiction that the Administrative Agent may deem appropriate in its good faith discretion, in connection with the syndication and distribution (including, without limitation, including via the internet or through a service such as Intralinksthe Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 (limited, in the case of attorneys’ fees, to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel) 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 Agent and its AffiliatesAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside a single general legal counsel to collectively represent the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or Lenders, the Lead Arranger and their respective Affiliates, and of a single local legal counsel to collectively represent the Administrative Agent, the Lenders, including the reasonable documented fees, charges Lead Arranger and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders their respective Affiliates in each relevant jurisdiction and, that the Administrative Agent may deem appropriate in the case of a conflict of interest, one additional counsel per group of affected parties)its good faith discretion, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into being reimbursed by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, and the Joint Lead Arrangersfor commercial finance examinations, 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 the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by any Issuing Bank or Acceptance Lender in connection with the issuance, amendment, renewal or extension of any 118 Letter of Credit or Acceptance or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agent and its AffiliatesAgents, the Issuing Bank, the Acceptance Lender or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel and any outside consultants for the Agent Agents, or any Issuing Bank, Acceptance Lender or Lender, for appraisers, commercial finance examinations, and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Acceptances issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit or Acceptances; provided that the Lenders who are not the Agents, the Issuing Banks or the Acceptance Lenders 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay within 30 days after receipt of reasonably detailed documentation therefor, jointly and severally, to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent and Agents (in addition to one local counsel in each relevant jurisdiction to be shared with the Joint Lead ArrangersBorrower), in connection with due diligence performed in connection with the arrangement of the credit facilities provided for herein, 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by not paid on the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with Closing Date or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated thereby shall be consummated), (iiiii) 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 and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any a single counsel for the Agent Administrative Agent, the Collateral Agent, the Issuing Bank, the Lenders, and for one law firm retained by the Lenders other Secured Parties (and one in addition to a single local counsel for both the Agent and the Lenders in each relevant jurisdiction andjurisdiction, and in the case of event a conflict of interestinterest arises, one additional primary counsel per group of affected parties), for the conflicted party) in connection with the enforcement, collection enforcement or protection of its any rights in connection with the under this Agreement or any other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder; provided, including all such the Borrower shall not be obligated to pay for any third party advisor or consultants (in addition to those set forth in the immediately preceding clause (iii)), except following an Event of Default with respect to which the Required Lenders have accelerated the Loans or are pursing remedies, in which case the Borrower shall pay the reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:one additional advisor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for Lender (whether outside counsel or the allocated costs of its internal legal counsel to the Agentdepartment), in connection with the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by Lender in connection with the Agentissuance, the Issuing Banks amendment, renewal or the Lendersextension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by Lender, including the reasonable documented fees, charges and disbursements of any counsel for Lender (whether outside counsel or the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case allocated costs of a conflict of interest, one additional counsel per group of affected partiesits internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan DocumentsCredit. Expenses reimbursable being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, (i) subject to any other applicable provision of any Loan DocumentSection 5.11, reasonable documented out-of-pocket costs and expenses incurred in connection with:with appraisals and insurance reviews; (ii) subject to Sections 5.06 and 5.11 (as applicable), field examinations and the preparation of Reports based on the fees charged by a third party retained by Lender or the internally allocated fees for each Person employed by Lender with respect to each field examination; taxes, fees and other charges for lien searches, (iii) filing financing statements and continuations, and other actions to perfect, protect, and continue Lender’s Liens; (iv) and sums paid or incurred to take any action required of Borrower under the Loan Documents that Borrower fails to pay or take. All of the foregoing costs and expenses may be charged to Borrower as Revolving Loans or to another deposit account, all as described in Section 2.17(c).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay, jointly if the Effective Date occurs and severallythe Transactions have been consummated, to pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication) (limited, in the case of legal fees and expenses, to, the reasonable, documented fees, charges and disbursements of Xxxxxx and Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, the reasonable, documented fees, charges and disbursements of one local counsel in each applicable jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel after receipt of consent from the Borrower (not to be unreasonably withheld or delayed), one additional conflicts counsel for the affected Indemnitees similarly situated and such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in each case for the Administrative Agent, in connection with the preparation, execution, delivery and 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)) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesAdministrative Agent or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead ArrangersLenders, in connection with the syndication and distribution enforcement or protection of any rights or remedies (including, without limitation, via the internet or through a service such as IntralinksA) of the credit facilities provided for herein, the preparation of in connection with the Loan Documents (including all such costs and related documentationexpenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 9.03 or (iiB) in connection with the Loans made hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred by the Agent and its Affiliatesduring any workout, including the reasonable fees, charges and disbursements restructuring or negotiations in respect of outside legal such Loans; provided that such counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any limited to one lead counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction (exclusive of any reasonably necessary special counsel) (and, in the case of a conflict of interest, where the Administrative Agent or any Lender affected by such conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel per group of affected parties), in connection as may be retained with the enforcement, collection Borrower’s consent (such consent not to be unreasonably withheld or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdelayed). Expenses reimbursable by the Borrower under this Section include, without limiting the generality of Notwithstanding the foregoing, subject to the expenses of counsel shall not include any other applicable provision allocated costs of any Loan Document, reasonable documented outin-of-pocket costs and expenses incurred in connection with:house counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeEach Borrower, jointly and for itself, severally, to and not jointly, agrees that it shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent (including the reasonable fees, charges and the Joint Lead Arrangersdisbursements of in-house counsel, provided such fees and expenses are set forth in reasonable and appropriate detail) and of local counsel, if any, who may be retained by such 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 preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, modifications or waivers of the provisions of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Issuing Banks any Lender or the Lenders, any Issuer (including the reasonable documented fees, charges and disbursements of any counsel for the Agent Administrative Agent, any Lender or any Issuer (including reasonable fees, charges and for one law firm retained by disbursements of in-house counsel of the Lenders (Administrative Agent, such Lender or such Issuer, provided such fees, charges and one local counsel for both the Agent disbursements are set forth in reasonable and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected partiesappropriate detail), ) in connection with the enforcement, collection enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-out of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, and (iv) subject to any other provisions of this Agreementcivil penalty or fine assessed by OFAC against, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses (including counsel fees and disbursements) incurred in connection with:with defense thereof, by the Administrative Agent or any Lender as a result of conduct of a Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay, jointly and severallyif the Effective Date occurs, to pay (ii)(A) all reasonable and documented or invoiced out-of-pocket expenses incurred by each of the Agent, Administrative Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Escrow Agent and their its respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary counsel for each such Agent, respectively, and to the extent reasonably determined by such Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), in each case for each such Agent, respectively, and to the Joint Lead Arrangersextent retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), consultants, in connection with their due diligence investigation, 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 the Loan Documents or any amendments, modifications or waivers of the provisions thereof and related documentation, (iiB) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesRequired Lenders, including the reasonable fees, charges and disbursements of outside legal one primary counsel for the Required Lenders and to the Agentextent reasonably determined by the Required Lenders to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), in each case for the Required Lenders, and to the extent retained with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed), consultants, in connection with their due diligence investigation, the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof and (whether or not the transactions contemplated thereby shall be consummated), ii) (iiiA) all reasonable and documented or invoiced out-of-pocket expenses incurred by each of the Agent, Administrative Agent and the Issuing Banks or the LendersEscrow Agent and its respective Affiliates, including the reasonable documented fees, charges and disbursements of any one primary counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andsuch Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)respectively, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party and (ivB) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable and documented or invoiced out-of-pocket expenses incurred by the Agent Required Lenders, including the fees, charges and disbursements of counsel for the Required Lenders, in connection with the administration enforcement or protection of their rights in connection with the Loan Documents. Expenses reimbursable by the Borrower , including their rights under this Section includeSection, without limiting or in connection with the generality of the foregoingLoans made hereunder, subject to any other applicable provision of any Loan Document, reasonable documented including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in connection with:respect of such Loans; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. Except as expressly set forth in the Fee Letter, (a) The the Loan Parties agree, shall jointly and severally, to severally pay (i) all actual reasonable documented out-of-pocket expenses incurred by the AgentAgents and their Affiliates, including the actual reasonable fees, charges and disbursements of counsel for the Agents, for Inventory appraisers, and for commercial finance examinations, in connection with the syndication of the credit facilities provided for herein, the Joint Lead Arrangerspreparation and 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), (ii) all actual 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, and (iii) all actual reasonable out-of-pocket expenses incurred by the Agents, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesIssuing Bank or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel and any outside consultants for the Agent Agents, the Issuing Bank or any Lender, for Inventory appraisals and the Joint Lead Arrangersfor commercial finance examinations, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such actual reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Credit Extensions; 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket expenses incurred by the Agent, of each Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Arrangers and Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine White & Xxxxx Case LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated 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 and delivery of the Loan Documents and related documentation(in the case of the Administrative Agent) any amendments, modifications or supplements of the provisions hereof requested by the Borrower (iiwhether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (B) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket expenses incurred by the of each Agent and its Affiliates, any trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges of counsel for the Agents and disbursements of outside legal such trustee and one local counsel to the Agentfor each relevant jurisdiction, and, in connection with any amendmentseach case, modifications or waivers if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction) and each Lender (including the provisions reasonable fees, disbursements and other charges of any Loan Documents counsel for such Lender) incurred during the continuance of a Default and (whether or not the transactions contemplated thereby shall be consummated), (iiiC) all reasonable documented reasonable, documented, out-of-pocket expenses costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the AgentCollateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Co-Collateral Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx McGuireWoods LLP and Xxxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Co-Collateral Agent and its their respectiveits Affiliates, including the reasonable fees, charges and disbursements of one firm of outside legal counsel to the Agent, Agent and the Co-Collateral Agent in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Co-Collateral Agent, Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent, for the Co-Collateral Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent and the Co-Collateral Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket expenses incurred by the Agent, of each Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Arrangers and Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of CravathMilbank, Swaine Tweed, Xxxxxx & Xxxxx XxXxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated 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 and delivery of the Loan Documents and related documentation(in the case of the Administrative Agent) any amendments, modifications or supplements of the provisions hereof requested by the Borrower (iiwhether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (B) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket expenses incurred by the of each Agent and its Affiliates, any trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges of counsel for the Agents and disbursements of outside legal such trustee and one local counsel to the Agentfor each relevant jurisdiction, and, in connection with any amendmentseach case, modifications or waivers if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction) and each Lender (including the provisions reasonable fees, disbursements and other charges of any Loan Documents counsel for such Lender) incurred during the continuance of a Default and (whether or not the transactions contemplated thereby shall be consummated), (iiiC) all reasonable documented reasonable, documented, out-of-pocket expenses costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the AgentCollateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for and any consultants and appraisers retained by the Administrative Agent and the Joint Lead ArrangersCollateral Agent, in connection with Lucent's due diligence investigation related to the syndication extension of credit hereunder and distribution (includingthe negotiation, without limitationpreparation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation execution and delivery of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), including without limitation expenses relating to the extension of credit pursuant to the Note and related documentationthe Obligations repaid to Lucent with the proceeds of the Note; provided that -------- the aggregate amount of expenses that the Borrower shall be obligated to pay pursuant to this clause (i) shall be subject to the limitations separately agreed between the Borrower and Lucent, if any, (ii) all reasonable documented out-of-of- pocket expenses incurred by the Administrative Agent and its Affiliatesthe Collateral Agent, including the reasonable fees, charges and disbursements of outside legal any counsel to the Agent, for such agent in connection with the administration of the Loan Documents, or any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated)thereof, (iii) all reasonable documented out-of-pocket expenses incurred by the Agenteach Lender, the Issuing Banks or Administrative Agent and the LendersCollateral Agent, including the reasonable documented fees, charges and disbursements disbursement of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)such party, in connection with the enforcement, collection enforcement or protection of its such party's rights in connection with the Loan Documents, including its rights under this Section, or in connection with enforcement the Loans made hereunder, including all such reasonable documented out-out- of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in connection with the administration syndication of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoingLoans, subject to any other applicable provision the terms of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:the Cooperation Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, outside legal counsel to consultants for the Administrative Agent, appraisers, for commercial finance examinations in connection with the closing of the credit facilities, to the extent applicable and as provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all 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 out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel and any outside consultants for the Agent Administrative Agent, the Issuing Bank or any Lender, for appraisers and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), commercial finance examinations in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSECTION 9.04, or in connection with the Revolving Credit Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Revolving Credit Loans or Letters of Credit; provided that the Lenders who are not the Administrative Agent 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 (ivbe reimbursed for additional counsel) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject shall be entitled to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:one counsel representing itself.

Expenses Indemnity Damage Waiver. (am) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective AffiliatesCitigroup Global Markets Inc., including the reasonable and documented out-of-pocket fees, charges and disbursements of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, counsel for the Agent Agent, and a single local counsel in each appropriate jurisdiction, as counsel to the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntralinksIntraLinks) of the credit facilities facility provided for hereinherein on the Closing Date, the preparation of the Loan Documents and related documentation, (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its AffiliatesCitigroup Global Markets Inc., including the reasonable fees, charges and disbursements of outside legal counsel to the AgentAgent (provided that the Borrower shall not be obligated to pay for more than one law firm retained by the Agent and Lenders as a single group in each relevant jurisdiction, except in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel), in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank and the Swingline Lender or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, subject to any 178 other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary counsel for the Agent Administrative Agent, the Arrangers and their Affiliates, and if deemed necessary by the Joint Lead ArrangersAdministrative Agent, one local counsel in each applicable jurisdiction, in connection with the preparation of this Agreement and the other Loan Documents, the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinRevolving Credit Facility, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions 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 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 Agent and its AffiliatesAdministrative Agent, the Arrangers, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andArrangers, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit. Subject to the provisions of Sections 5.09, 5.12 and (iv) 5.13, expenses subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with, but without duplication:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay, jointly and severallyor shall cause to be paid, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to and consultants for the Administrative Agent, in connection with the syndication 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 or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing 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 out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lenders, including the reasonable documented any Lender for fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Agent Administrative Agent, the Issuing Lender or any Lender and for one law firm retained by all other reasonable out-of-pocket expenses of the Lenders (and one local counsel for both Administrative Agent, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement during the Loan Documentsexistence of a Default or an Event of Default (whether or not any waiver 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel a financial advisor to the Administrative Agent and the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all 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, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, Loans or Letters of Credit and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration restructuring of any Nortel obligations of the Loan Documents. Expenses reimbursable by Company or its Subsidiaries or the Borrower under this Section include, without limiting the generality satisfaction of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Nortel Condition.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParties, jointly and severally, to shall pay all (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Lender and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the AgentLender, in connection with the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the AgentLender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Issuing Banks or the LendersLender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:: (A) appraisals and insurance reviews; (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination; (C) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Lender; (D) Taxes, fees and other charges for (1) lien and title searches and title insurance and (2) filing financing statements and continuations, recording any Mortgages, and other actions to perfect, protect, and continue the Lender’s Liens; (E) 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; and (F) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral; provided that the Loan Parties shall not be obligated to reimburse the Lender for more than the number of appraisals and field examinations set forth in the Terms Schedule attached hereto during any calendar year unless a Default has occurred or exists during such calendar year. All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.17(c).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParties, jointly and severally, to shall pay all (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective Affiliatesits Affiliates and Approved Funds, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAdministrative 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 the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iiiii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of . Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:: (A) appraisals (but not of Equipment) and insurance reviews; (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (C) financial examinations and valuations, (D) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the Permitted Discretion of the Administrative Agent; (E) Taxes, fees and other charges for (1) lien and title searches and title insurance and (2) filing financing statements and continuations, recording any Mortgages, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (F) 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; and (G) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts, and costs and expenses of preserving and protecting the Collateral; provided that the Loan Parties shall not be obligated to reimburse the Administrative Agent for more than one (1) appraisal (including an appraisal of the Inventory located in Mexico) during any calendar year unless an Event of Default has occurred or exists during such calendar year.

Expenses Indemnity Damage Waiver. (a) The Loan Credit Parties agreeshall, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangersits Affiliates, in connection with the Transactions, 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 of this Agreement and the Loan other Financing Documents and related documentationany amendments, modifications or waivers requested by any Credit Party of the provisions hereof or thereof (iiwhether or not the transactions contemplated hereby or thereby shall be consummated), including (a) all the reasonable documented fees, charges and disbursements of counsel for the Administrative Agent; (b) costs and expenses of lien and title searches and title insurance; (c) taxes, fees and other charges for recording and/or filing of the Mortgages and other Security Documents, including financing statements, continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens (including costs and expenses paid or incurred by the Administrative Agent in connection with the consummation of Agreement); (d) sums paid or incurred to pay any amount or take any action required of any Credit Party under the Financing Documents that any Credit Party fails to pay or take; (e) costs of appraisals, inspections, and verifications of the Collateral (including the out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesin evaluating whether a Property is a Borrowing Base Property), including the reasonable feestravel, charges lodging, and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers meals for inspections of the provisions Collateral and the Borrowers’ operations by the Administrative Agent; and (f) costs and expenses of any Loan Documents (whether or not forwarding loan proceeds, collecting checks and other items of payment and costs and expenses of preserving and protecting the transactions contemplated thereby shall be consummated), Collateral and (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to . In connection with any other provisions of this Agreement, anticipated syndication of the Loan Documents or of any separate agreement entered into by credit facilities provided for herein, the Administrative Agent shall provide the Administrative Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration an estimate of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject expenses to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses be incurred in connection with:with such anticipated syndication prior to the incurrence of such expenses.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers agree that they shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective Affiliates, its Affiliates (including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one transaction counsel for the Administrative Agent and the Joint Lead Arrangersof one local counsel, if any, who may be retained by such 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 preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, modifications or waivers of the provisions of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iiiii) all reasonable and documented out-of-out of pocket expenses incurred by 75 the Agent, the Issuing Banks Administrative Agent or the Lenders, any Lender (including the reasonable and documented fees, charges and disbursements of any one counsel (not including local counsel) for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), or any Lender) in connection with the enforcement, collection enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such reasonable documented out-of-out of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iviii) subject to any other provisions 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 the Administrative Agent or any Lender as a result of conduct of the Borrowers that violates a sanction enforced by OFAC. (b) The Borrowers agree that they shall indemnify the Administrative Agent (and any subagent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel (not including local counsel) for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Loan Documents transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any separate agreement entered into by the Borrower sub-agent thereof) and the Agent with respect theretoits Related Parties only, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of this Agreement and the other Loan Documents. Expenses reimbursable by , (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any liability under any Environmental Law related in any way to a Borrower under this Section includeor any of its Subsidiaries, without limiting the generality or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, subject whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other applicable provision of any Loan Document, reasonable documented outif a Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 14.5 shall not apply with respect to any Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that a Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) above to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative 76 Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are several and not joint. (d) To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of-pocket costs and expenses incurred , in connection with:, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable on demand. (f) The agreements in this Section and the indemnity provisions in Section 14.3(d) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other obligations of the Borrowers under this Agreement and the other Loan Documents. 14.6

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAdministrative 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 the Loan Documents and related documentationany amendments, modifications or waivers of the provisions 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 any 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) reasonable and documented out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with any amendments, modifications Issuing Bank or waivers of the provisions of any Loan Documents Lender (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented provided that attorneys’ fees, charges and disbursements of any shall be limited to (x) one outside counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local outside counsel for both the Agent and the Lenders in Lenders, which counsel is reasonably acceptable to each relevant jurisdiction Lender (and, in the case of a an actual conflict of interest, one additional counsel per group of affected partiesto all such persons similarly situated, which counsel is reasonably acceptable to each such person) and (y) one local counsel in each separate relevant jurisdiction), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and one local in addition to any such counsel for both the Agent and Agents) (unless the interests of any group of Lenders in each relevant jurisdiction andare sufficiently materially divergent, in the which case of a conflict of interest, one (1) additional counsel per for such group of affected partiesLenders may be retained), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, Administrative Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Arrangers (including the reasonable fees, disbursements and other charges and disbursements of CravathMilbank, Swaine Tweed, Xxxxxx & Xxxxx XxXxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated 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 and delivery of the Loan Documents and related documentation, (iiin the case of the Administrative Agent) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single counsel for the Agent Administrative Agent) incurred during the continuance of a Default, (ii) all such fees and for one law firm retained by expenses of the Lenders (and one local counsel for both the Administrative Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case Administrative Agent and the Lenders, which may be separate counsel) incurred during the continuance of a conflict an Event of interestDefault; and (C) all reasonable, one additional counsel per group of affected parties)documented, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivcounsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to 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 legal counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement, (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of outside one legal counsel to for the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions hereof (in the case of any Loan Documents clauses (i) and (ii), whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment thereunder, (iv) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with making any Swingline Loan or any demand for payment thereunder, and (v) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, the Issuing Banks Swingline Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any (A) one counsel for the Agent Administrative Agent, and for (B) one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andLenders, in the case of taken as a conflict of interest, one additional counsel per group of affected parties)whole, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Each Credit Party shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each Lender (in the case of legal or consultancy fees, disbursements, charges and expenses, limited to: (i) all reasonable fees, disbursements, charges and expenses of Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx, Lawyers PLLC, and one local counsel in each necessary jurisdiction for the Administrative Agent, the Joint Lead ArrangersLenders, the financial institutions identified as Issuers, the Joint Bookrunners on the cover of this AgreementLender Swap Counterparties, and their respective Affiliatesthe Bank Product Providers taken as a whole, including and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected parties similarly situated taken as a whole, and other reasonable legal or consultancy fees, charges expenses and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative 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) fees, disbursements, charges, and expenses of the credit facilities provided for hereinAdministrative Agent’s financial advisor, Huron Consulting Group, and other auditors, accountants, printers, insurance and environmental advisors, and consultants and agents, including any third party consultant engaged by the preparation of Administrative Agent to evaluate the Loan Documents Company and related documentationits 104 Subsidiaries) in its sole discretion, and (ii) all reasonable documented out-of-pocket fees, disbursements, charges and expenses incurred by of each Lender and each Issuer in connection with the Agent discussion, negotiation, preparation, execution and its Affiliatesdelivery of any documents in connection with any proposed financing of the Borrowers, including the reasonable Loan Documents and the funding of all Loans under this Agreement, such costs and expenses including due diligence, syndication of this Agreement (including printing, distribution and bank meeting) transportation, duplication, messenger, audit, insurance, appraisal and consultant costs and expenses, and all search, filing and recording fees, charges and disbursements of outside legal counsel to incurred or sustained by the Administrative Agent, the Lenders, or the Issuers in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, the administration of this Agreement and any amendments, modifications or waivers of any provision of the provisions of any Loan Documents or the transactions contemplated thereby or hereby (whether or not the transactions contemplated thereby or hereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcementinterpretation, collection enforcement or protection of its any of their rights in connection with and remedies under the Loan Documents, Documents including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay all (i) all reasonable and documented out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangersits Affiliates, 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 hereinherein and the preparation, the preparation execution, delivery and administration of the Loan Documents and related documentationany amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of counsel (but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel to the Administrative Agent as counsel to the Administrative Agent and its Affiliates and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if reasonably necessary, of one local counsel in any relevant local jurisdiction to such Persons, taken as a whole)), and any amendments, modifications or waivers of the provisions 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 Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders, any Lender (including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andbut limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional counsel per group of to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole)), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentreasonable and documented fees, reasonable documented out-of-pocket costs and expenses incurred in connection with:: 141

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParent shall pay, jointly and severallyor shall cause to be paid, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the 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 of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to and consultants for the Administrative Agent, in connection with the syndication 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 or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing 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 out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lenders, including the reasonable documented any Lender for fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Agent Administrative Agent, the Issuing Lender or any Lender and for one law firm retained by all other reasonable out-of-pocket expenses of the Lenders (and one local counsel for both Administrative Agent, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement during the Loan Documentsexistence of a Default or an Event of Default (whether or not any waiver 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) (i) The Loan Parties agree, jointly and severally, Borrower agrees to pay or reimburse (i) all reasonable documented out-of-pocket costs and expenses incurred by the AgentAdministrative Agent in connection with the primary syndication of the Facility, the Joint Lead Arrangerspreparation, the financial institutions identified as the Joint Bookrunners on the cover negotiation, execution, delivery and administration of this AgreementAgreement and the other Loan Documents, and their respective Affiliatesor 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, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel (but limited to one primary counsel for the Administrative Agent and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and the Joint Lead Arrangersspecial counsel for each relevant specialty (and, in connection with the syndication case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and distribution (includingthereafter retains its own counsel, without limitation, via the internet or through a service of another firm of counsel for each such as Intralinksaffected person)) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliateseach Lender following and during the continuance of any Event of Default in connection with the enforcement or protection of any rights and remedies under this Agreement and the other Loan Documents, including all such costs and expenses incurred during any legal proceeding, including any proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, and including in connection with any workout, restructuring or negotiations in respect of the Loans and the Loan Documents, including the reasonable fees, charges and disbursements of outside legal counsel (but limited to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Administrative Agent and the Lenders taken as a whole and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty (and, in the case of a an actual or perceived conflict of interest, one additional counsel per group of where the party affected parties)by such conflict, in connection with informs the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect Borrower of such Loans, conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:counsel for each such affected person)).