Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Agents and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgents, 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agents or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgents or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the LendersChase Securities Inc., including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facility 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the any Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Each Borrower shall pay (i) its Pro-rata Share of all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Bank and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersBank, in connection with the preparation, negotiation, closing and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated thereby shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses invoiced to and incurred by the Administrative Agent and/or any LenderBank, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersBank, in connection with the enforcement or protection of their its rights in connection with this Agreementagainst such Borrower under the Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder to such Borrower, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) consummated and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the administration syndication of the credit facilities provided for herein, the preparation of this Agreement or any amendments, modifications or waivers requested by the Borrower of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) during the continuance of a Default, all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement or any Note, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced and documented out-of-pocket expenses incurred by the Administrative Agent and the LendersXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as a Joint Lead Arranger, and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel for to the Administrative Agent and the Lenders, Agent) in connection with the preparation, due diligence, administration, syndication and distribution (including via an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced and documented out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any LenderLender Party, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersany Lender Party, in connection with the enforcement or protection of their its rights in connection with this Agreement, the Loan Documents (including its rights under this Section, ) or in connection with the Loans madeLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lenderseach of their Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent and the LendersLender, in connection with the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the enforcement or protection of their its rights in connection with this Agreementany Loan Document, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Each Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such the Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.. 76 71

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any "workout, ," restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any actual or proposed amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Each Borrower shall pay (i) its Pro-rata Share of all reasonable invoiced and documented out-of-pocket costs and expenses incurred by the Administrative Agent Bank and the Lendersits Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the LendersBank, in connection with the preparation, negotiation, closing and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated thereby shall be consummated) and (ii) all documented out-of-pocket costs and expenses invoiced to and incurred by the Administrative Agent and/or any LenderBank, including the fees, charges documented fees and disbursements of any counsel for the Administrative Agent and the Lenderscounsel, in connection with the enforcement or protection of their its rights in connection with this Agreementagainst such Borrower under the Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder to such Borrower, including all such documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Arrangers, the Agents and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgents, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agents or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgents or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facility 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the negotiation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and ), (ii) all documented out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner Inc. or one of its Affiliates is not the Administrative Agent hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and the Lendersany of their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersLender, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and ), (ii) all out-of-pocket documented out‑of‑pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans Loan made, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner Inc. or one of its Affiliates is not the Administrative Agent hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall ----------------------------------- pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facility 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any "workout, ," restructuring or negotiations in respect of such Loans.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent and the Arrangers, taken as a whole, in connection with the arrangement and syndication of the credit facility provided for herein, the preparation and administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loans or in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section or in connection with the Loans made hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and ), (ii) all out-of-pocket documented out‑of‑pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner or one of its Affiliates is not the Administrative Agent hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement after the occurrence of an Event of Default, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade or Letters of Credit Issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or in connection with this Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Agents and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Second Priority Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative any Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights under or in connection with this Agreementthe Second Priority Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation, negotiation, closing and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof of any Credit Document (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lenderand each of the Lenders, including the fees and charges of providing for and maintaining an Electronic Platform and the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, or for any Lender in connection with the enforcement or protection of their its rights against the Borrower in connection with this Agreementthe Credit Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (ah) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor such Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-out- of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties EDS shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the co-agents and the Lenderstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agents or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall jointly and severally pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, Lender in connection with the administration preparation and negotiation of this Agreement (but not in excess of $175,000), whether or not the transactions contemplated hereby shall be consummated, (ii) all reasonable out-of-pocket expenses incurred by the Lender in connection with any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) of any Loan Document, and (iiiii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the administration of this Agreement and the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans madeTerm Loan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Term Loan.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced and documented out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire Pxxxxx Bxxxx (US) LLP, special counsel for the Administrative Agent and the LendersLender, in connection with the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof, (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the enforcement or protection of their its rights in connection with this Agreement, the Loan Documents (including its rights under this Section, ) or in connection with the Loans madeLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersLender, in connection with the (Page 155 of 252 Pages) 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, Lender including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, Lender in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation, negotiation, closing and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lenderand each of the Lenders, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, or for any Lender in connection with the enforcement or protection of their its rights against the Borrower in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Lender and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenderseach Lender, in connection with the administration preparation of this Agreement and the other Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and out-of-pocket field examination expenses, and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersLender, in connection with the preparation and administration of this Agreement each Loan Document or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated thereby shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent Lender and the Lendersany consultant or expert witness fees and expenses, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Revolving Loans made, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Revolving Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent X.X. Xxxxxx Securities, Inc. and the LendersAgents, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgents, in connection with the administration preparation, execution and delivery 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgents or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties ---------------------------------- Borrowers shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans madeRevolving Loan made hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loansthe Revolving Loan.

Expenses Indemnity Damage Waiver. (a) The Loan Parties ----------------------------------- Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with due diligence, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Revolving Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Revolving Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor such Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication of the credit facility 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

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

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower ---------------------------------- shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any and each Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection BUSDOCS/1480716.6 #PageNum# 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any LenderAgent, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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 hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall shall, jointly and, severally, pay all (i) all reasonable invoiced out-of-pocket and documented out‑of‑pocket expenses incurred by the Administrative Agent Agent, JPMCB, in its capacity as the Lead Arranger and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or Agent, or any Lender, including the documented fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement enforcement, collection or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersLender, in connection with the Loan, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof provi­sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any LenderLender and its Affiliates, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the enforcement enforcement, collection or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans madeLoan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loan.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-–of-–pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans mademade hereunder, including all such out-of-–pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Borrowers jointly and severally agree to pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with (x) the preparation and administration of this Agreement or and the other Loan Documents and (y) any amendments, modifications or waivers of the provisions hereof or of any other Loan Document (whether or not the Transactions or any transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans madeObligations, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansObligations.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement enforcement, protection or protection exercise of their its rights in connection with this Agreement, including its rights under this SectionSection and Section 4.03, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative each Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of one outside counsel (and any local counsel where appropriate) for the Administrative Agent and the LendersAgents, collectively, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative any Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, or any Lender (acting under common counsel), in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall pay (i) all reasonable invoiced out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Lead Arranger and the Lenderstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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 hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel and consultants for the Administrative Agent Lender and the Lenderssuch Affiliates, in connection with the due diligence undertaken by the Lender 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersLender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall pay (i) all reasonable invoiced and documented out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for any of the foregoing (but limited to a single primary counsel and, if necessary, a single local counsel in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent and the Lendersits Affiliates taken as a whole), in connection with the preparation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) [reserved] and (iii) all reasonable and documented out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any LenderAgent, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersits counsel, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (aA) The Loan Parties Borrowers shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenderssuch Persons, in connection with the preparation and administration of this Agreement and the other Loan Documents, or of any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenderscounsel, in connection with the enforcement or protection preservation of their any rights in connection with under this AgreementAgreement or the other Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and ), (ii) all out-of-pocket documented out‑of‑pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner Inc. or one of its Affiliates is not the Administrative Agent hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Each Credit Party jointly and severally agrees to pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenderscounsel, in connection with 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) or protection of its rights hereunder or thereunder, and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent and the Lendersall applicable foreign counsel thereto, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Each Borrower jointly and severally agrees to pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent its Affiliates and the Lenders, Lenders in connection with the syndication of the credit facility provided for herein (including expenses incurred in connection with due diligence), the preparation, execution, delivery and administration of this Agreement or the Bridge Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), including the reasonable fees, disbursements and other charges of a single transaction and documentation counsel and such other local counsel and special counsel as may be required in the reasonable judgment of the Administrative Agent and its Affiliates and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Bridge Loan Documents, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all reasonable out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreementthe Loan Documents, including its rights under this Section, or in connection with the Loans madeLoan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loan.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and ), (ii) all documented out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans Loan made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner Inc. or one of its Affiliates is not the Administrative Agent hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-of- pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lendersits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, 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) ), and (ii) all out-of-pocket expenses invoiced to and (including, without limitation, appraisal fees) incurred by the Administrative Agent and/or or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersor any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans mademade hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.