Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person).

Expenses; Indemnity. (a) The Borrowers agree Millennium America agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Syndication Agent, the Collateral Agent Swingline Lenders, each Issuing Bank and the Arrangers Lenders, as the case may be, in connection with (i) the syndication of the facilities established by this Agreement and the preparation, execution and delivery of this Agreement and the other Loan Documents (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) the making of the Loans hereunder, the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, the enforcement of the rights of the Lenders or the Agents in connection with this Agreement and the other Loan Documents and the protection of the rights of the Lenders thereunder, including in any workouts or similar negotiations, (iii) any action which may be instituted by any person against the Lenders or the Agents in respect of the foregoing or as a result of any transaction, action or nonaction arising from the foregoing and (iv) the preparation of any amendments to or waivers of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedincluding, in the case of legal fees (i), (ii), (iii) and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary(iv), the reasonable fees, disbursements and other charges and disbursements of one local Cravath, Swaine & Xxxxx, counsel per jurisdiction and/or a single firm for the Agents, and, in the case of regulatory (iii) above, separate counsel for each Lender which, based on the opinion of its counsel, has legal defenses available to it which are different from or in each caseaddition to those available to another Lender; provided, however, that in no event shall Millennium America be liable for such fees, disbursements or other charges of more than one counsel for all such personssimilarly situated Lenders. Millennium America agrees to indemnify the Agents, taken as a whole)the Syndication Agent, the Swingline Lender, the Issuing Banks, the Lenders and (ii) their respective Affiliates from and hold them harmless against any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document. Millennium America agrees to pay all reasonable and documented out-of-pocket expenses (including Other Taxesreasonable counsel fees, charges and expenses, which shall include the reasonable and non-duplicative allocated costs of internal counsel) and liabilities including those resulting from any litigation or other proceedings (regardless of whether any such person is a party thereto) incurred by the Agentsany Lender or Agent, the L/C Issuers Syndication Agent, the Swingline Lender or any Lender Issuing Bank in connection with the enforcement or protection of their its rights in connection with under this Agreement and the or any other Loan Documents, in connection Document or with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where thereunder; provided that no such person affected by such conflict informs will be indemnified for its gross negligence or wilful misconduct. The obligations of the Borrowers under this Section shall survive the termination of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees this Agreement or expenses of any other advisor or consultant, solely to Loan Document and/or the extent payment of the Borrowers have consented to the retention of such person)Loans.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent Agent, the Arranger, the Syndication Agent, the Documentation Agent, each Swing Line Lender and the Arrangers each Issuing Bank in connection with the preparation syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not the Transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the case issuance, amendment, renewal or extension of legal fees any Letter of Credit or any demand for payment thereunder and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the ArrangersAgent, andany Issuing Bank, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers any Swing Line Lender or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in including the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary Xxxxxxxxx & Xxxxxxxx LLP, counsel for all such personsthe Administrative Agent and the Collateral Agent, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one an additional local counsel in each appropriate jurisdiction and/or regulatory applicable jurisdiction, one specialist counsel for all each applicable specialty and additional conflict counsel for each such personsaffected Lenders or Agents or groups of affected Lenders or Agents, taken as a whole (andapplicable, in the event of any actual or perceived conflict of interest where interest, and, in connection with any such person affected by such conflict informs enforcement or protection, the Borrowers of such conflict fees, charges and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses disbursements of any other advisor counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank, any Swing Line Lender or consultant, solely to the extent the Borrowers have consented to the retention of such person)any Lender.

Expenses; Indemnity. (a) The Borrowers agree to pay, Borrower agrees (i) promptly following (and in any event within 30 thirty (30) days of of) written demand therefor (including documentation reasonably supporting such request)) therefor, (i) to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation preparation, negotiation and execution of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (limitedwhether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents, and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the case event of legal fees any actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and expenses(ii) from and after the Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to the reasonable fees, charges and disbursements of a single primary counsel for pay or reimburse the Administrative Agent, the Collateral Agent Agent, Apollo 4830-5366-9817v1 and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, Lender promptly following written demand for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of their any rights in connection with or remedies under this Agreement and or the other Loan DocumentsDocuments (including all such out-of-pocket costs and expenses incurred during any legal proceeding, in connection with the Loans made or the Letters including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of Credit issued hereunder (excluding allocated costs of in-house one counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges Agents and disbursements of a single primary one counsel for all such persons, taken as a whole, and, if necessary, to the reasonable fees, charges Lenders (and disbursements of one local counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or reasonably perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not each type to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to parties)). To the extent otherwise reimbursable by the Borrowers have consented foregoing sentence of this section, the foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to the retention of such person)record and/or file Collateral Documents.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one intellectual property counsel in England and Wales and one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, appropriate jurisdiction for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers Borrower of such conflict and thereafter retains its own counsel with the Borrowers’ Borrower’s prior written consent (not to be unreasonably withheld), of another single firm of counsel (and local counsel, if applicable) for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have Borrower has consented to the retention of such person).

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent Agents and the Arrangers in connection with the preparation preparation, negotiation, execution, and closing of this Agreement and the other Loan Documents, or by the Administrative Agent or Agents and the Collateral Agent Arrangers in connection with the initial syndication of the Facilities (the payment of such expenses being subject to the occurrence of the Closing Date) or the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications modifications, supplements or waivers of the provisions hereof or thereof and any other documents or matters requested by the Borrower (limited, or on behalf of any other Loan Party) in connection with this Agreement or any other Loan Documents (whether or not the case of legal fees and expenses, to transactions contemplated by the Loan Documents shall be consummated) (including the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agentcounsel, the Collateral Agent and the Arrangers, and, if necessary, which shall be limited to the reasonable and documented fees, charges and disbursements of Milbank LLP, counsel for the Agents and the Arrangers, or counsel replacing such counsel, and not more than one local counsel in each jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such personsaffected similarly situated Indemnitees, taken as a whole), and (ii) all actual costs and reasonable and documented out-of-pocket expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, and in connection with the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees and reasonable and documented fees, expenses and disbursements of Milbank LLP, counsel for the Collateral Agent, or counsel replacing such counsel, and not more than one counsel in each jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole, (including Other Taxesiii) all documented out-of-pocket expenses incurred by the Agents, the L/C Issuers Agents or any Lender Party in connection with the enforcement or protection of their rights (including any costs of settlement) in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for including all such personsout-of-pocket costs and expenses incurred during any workout, taken as a whole, and, if necessary, restructuring or negotiations in respect of such Loans (including the reasonable fees, charges and disbursements of one local financial advisor for the Lender Parties (taken as a whole) and of counsel, which shall be limited to, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of Milbank LLP, counsel for the Agents and Lenders, or counsel replacing such counsel, and not more than one counsel in each appropriate jurisdiction and/or regulatory in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel for all such personsper affected similarly situated Indemnitees, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personwhole).

Expenses; Indemnity. (a) The Borrowers agree to payBorrower Representative and all Borrowers, within 30 days of written demand therefor (including documentation reasonably supporting such request)jointly and severally, shall pay (i) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agenteach Arranger, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel to all such Persons taken as a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, whole (subject to any applicable fee cap) and, if reasonably necessary, the reasonable fees, charges and disbursements of one local counsel per in any relevant jurisdiction and/or a single firm of regulatory counsel, in each case, for to all such personsPersons, taken as a whole)) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower Representative and except as otherwise provided in a separate writing between the Borrower Representative, the relevant Arranger and/or the Administrative Agent) and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the AgentsAdministrative Agent, the L/C Issuers Arrangers, the Issuing Banks or the Lenders or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder respective Affiliates (excluding allocated costs of in-house counsel and but limited, (i) in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of a single primary one firm of outside counsel for to all such personsPersons taken as a whole, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, the reasonable fees, charges and disbursements of one additional local counsel in to each appropriate jurisdiction and/or regulatory counsel for all such personssimilarly situated group of affected Persons, taken as a whole (andwhole, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel each relevant jurisdiction) in connection with the Borrowers’ prior written consent (not to be unreasonably withheld)enforcement, collection or protection of another single firm their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely Credit issued hereunder. Except to the extent required to be paid on the Borrowers have consented to Closing Date, all amounts due under this paragraph (a) shall be payable by the retention Borrower Representative within 30 days of receipt by the Borrower Representative of an invoice setting forth such person)expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), Borrower shall pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral each Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel to all such Persons taken as a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, whole and, if reasonably necessary, the reasonable fees, charges and disbursements of one local counsel per in any relevant jurisdiction and/or a single firm of regulatory counsel, in each case, for to all such personsPersons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower or any other Loan Party and except as otherwise provided in a separate writing between the Borrower or the relevant Agent), and (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (including Other Taxesiii) all reasonable and documented out-of-pocket expenses incurred by the Agents, the L/C Issuers Issuing Banks or the Lenders or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder respective Affiliates (excluding allocated costs of in-house counsel and but limited, (i) in the case of legal fees and expenses, (x) to the reasonable fees, charges and disbursements one firm of a single primary outside counsel for to all such persons, Persons taken as a whole, whole and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of Persons, and (y) if reasonably necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate any relevant jurisdiction and/or regulatory counsel for to all such personsPersons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) solely in the case of fees an actual or expenses potential conflict of any other advisor interest, one additional local counsel to each similarly situated group of Persons, in each such relevant jurisdiction) in connection with the enforcement, collection or consultantprotection of their respective rights in connection with the Loan Documents, solely including their respective rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder. Except to the extent required to be paid on the Borrowers have consented to Closing Date, all amounts due under this paragraph (a) shall be payable by the retention Borrower within thirty days of receipt by the Borrower of an invoice setting forth such person)expenses in reasonable detail, together with reasonably detailed backup documentation supporting the relevant reimbursement request.

Expenses; Indemnity. (a) The Borrowers agree Borrower covenants and agrees to pay or, if Borrower fails to pay, within 30 days to reimburse, Lender upon receipt of written demand therefor notice from Lender for all reasonable costs and expenses (including documentation reasonably supporting such request), reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) all reasonable the preparation, negotiation, execution and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation delivery of this Agreement and the other Loan DocumentsDocuments and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, or without limitation, any opinions reasonably requested by the Administrative Agent Lender as to any legal matters arising under this Agreement or the Collateral Agent other Loan Documents with respect to the Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in connection with the administration of this Agreement and the other Loan Documents on its part to be performed or complied with after the ‑112 ‑ Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents requested by Borrower or waivers of otherwise required hereunder and any other documents or matters requested by Borrower or otherwise required hereunder; (iv) securing Borrower’s compliance with any requests made pursuant to the provisions hereof or thereof of this Agreement; (limited, in v) the case of legal filing and recording fees and expenses, to the title insurance and reasonable fees, charges fees and disbursements expenses of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for providing to Lender all such persons, taken as a whole)reasonably required legal opinions, and (ii) all reasonable other similar expenses incurred in creating and documented out-of-pocket expenses (including Other Taxes) incurred by perfecting the Agents, the L/C Issuers or any Liens in favor of Lender in connection with the enforcement or protection of their rights in connection with pursuant to this Agreement and the other Loan Documents; (vi) subject to Section 9.4 hereof, enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (vii) subject to Section 9.4 hereof, enforcing any Obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) credit arrangements provided under this Agreement in the case of legal fees and expenses, to the reasonable fees, charges and disbursements nature of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event “work‑out” or of any actual insolvency or perceived conflict of interest where such person affected by such conflict informs bankruptcy proceedings; provided, however, that Borrower shall not be liable for the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses payment of any other advisor or consultant, solely such costs and expenses to the extent the Borrowers have consented same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account. It is further acknowledged that to the retention extent any of the foregoing costs and expenses are incurred by Lender in connection with a restructuring of the Loan pursuant to Sections 9.8(a) and (b) above, then the payment by Borrower of such personcosts and expenses under this Section 10.13 shall be subject to the provisions of Section 9.8(c).

Expenses; Indemnity. Whether or not the transactions contemplated by any of the Operative Documents shall be consummated, the Company will pay or cause to be paid (aor reimbursed, as the case may be) The Borrowers agree to payand will defend, within 30 days indemnify and hold each Purchaser (and each other holder of written demand therefor any of the Securities) and each Purchaser's (including documentation reasonably supporting and such request)other holder's) directors, officers, employees, agents, advisors and Affiliates (ieach, an "Indemnitee") harmless (on an after tax basis) in respect of all reasonable and documented out-of-pocket costs, losses, expenses (including Other Taxesincluding, without limitation, the fees, costs, expenses and disbursements of one counsel for all of the Indemnitees) and damages (collectively, "Indemnified Costs") incurred by the Administrative Agent, the Collateral Agent and the Arrangers or asserted against any Indemnitee in connection with the preparation negotiation, execution, delivery, performance and/or enforcement of this Agreement and or any of the other Loan DocumentsOperative Documents (including, without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereby and thereby or which may otherwise be related in any way to this Agreement or any other Operative Documents or such transactions or such Indemnitee's relationship to the Company or any of its Affiliates or any of its properties and assets, including, without limitation, any and all Indemnified Costs related in any way to the requirements of any Environmental Laws (as the same may be amended, modified or supplemented from time to time) or to any environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and sampling, whether or not consented to, or requested or approved by, any Indemnitee, and whether or not such Indemnified Cost is attributable to an event or condition originating from any properties or assets of the Company or any of its Subsidiaries or any other, properties previously or hereafter owned, leased, occupied or operated by the Administrative Agent Company or any of its Subsidiaries. Notwithstanding the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agentforegoing, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or Company shall not have any Lender in connection obligation to an Indemnitee under this Section 22 with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, respect to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely Indemnified Cost to the extent such Indemnified Cost arises solely as a result of the Borrowers have consented to the retention gross negligence, willful misconduct or bad faith of such person)Indemnitee. The reimbursement required by this Section 21 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesi) subject to any separate written agreement between the Borrower and the Lead Arranger, incurred by the Administrative Agent, the Collateral Agent Agents and the Arrangers Lead Arranger (without duplication) in connection with the preparation of this Agreement and the other Loan Documents, or and by the Administrative Agent or Agents and the Collateral Agent Lead Arranger (without duplication) in connection with the syndication of the Commitments and the administration of this Agreement (including reasonable and documented out-of-pocket expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements for (A) one special New York counsel for the Administrative Agent and the Lead Arranger, (B) special counsel to the Collateral Agent, and (C) special counsel to the Depositary Bank and, in the event of any perceived or actual conflict of interest, an additional firm of counsel for any similarly affected persons) and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a wholeTransactions hereby contemplated shall be consummated), ; and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, Agents and the L/C Issuers Lead Arranger (without duplication) or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenses, to including the reasonable and documented fees, charges and disbursements of a single primary (A) one special New York counsel for all such personsthe Administrative Agent and the Lead Arranger, taken as a whole(B) special counsel to the Collateral Agent, and (C) counsel to the Depositary Bank and, if necessaryin connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other necessary counsel; provided, that absent any conflict of interest, the Administrative Agent and the Lead Arranger shall not be entitled to payment for the fees, charges or disbursements of more than one local counsel in counsel. (b) The Borrower agrees to indemnify the Agents (including the Depositary Bank) and the Lead Arranger (without duplication), each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event Lender and each Related Party of any actual or perceived conflict of interest where the foregoing Persons (each such person affected by such conflict informs the Borrowers of such conflict Person being called an “Indemnitee”) against, and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld)hold each Indemnitee harmless from, of another single firm of counsel for each group of similarly situated persons) any and (ii) in the case of fees or expenses of any other advisor or consultantall claims, solely to the extent the Borrowers have consented to the retention of such person).losses, damages, liabilities and related expenses, including reasonable and documented

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesi) incurred by each of the Administrative Agent, the Collateral Agent Issuing Bank, Xxxxx Fargo Securities, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and the Arrangers their Affiliates in connection with the preparation of this Agreement and the other Loan DocumentsDocuments delivered on the Closing Date and the syndication of the facilities provided for herein (whether or not the transactions hereby contemplated shall be consummated), or (ii) incurred by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a wholetransactions thereby contemplated shall be consummated), and including without limitation, all costs related to electronic or internet distribution of information hereunder or (ii) all reasonable and documented out-of-pocket expenses (including Other Taxesiii) incurred by the Agents, the L/C Issuers Administrative Agent or any Lender in connection with the enforcement or protection of their rights (as such rights may relate to the Borrower or any Restricted Subsidiary) in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the each case of legal fees and expenses, to including the reasonable fees, charges and documented out-of-pocket fees and disbursements of a single primary counsel for all such persons, taken as a wholethe Administrative Agent, and, if necessaryin connection with any “work-out” or any enforcement or protection of the rights of the Lenders or the Administrative Agent hereunder, any other counsel for the Administrative Agent and counsel for any Lender; provided, however, that in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, the reasonable fees, charges Borrower shall not be liable for the fees and disbursements expenses of more than one counsel to the Administrative Agent (along with one local counsel in each appropriate jurisdiction and/or regulatory applicable jurisdiction) and one separate counsel for all such personsto the Lenders and the Issuing Bank (along with one local counsel in each applicable jurisdiction), taken as a whole (and, in the event of any unless there shall exist an actual or perceived conflict of interest where among such person affected by Persons, and in such conflict informs the Borrowers of such conflict and thereafter retains its own case, not more than one additional counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personaffected parties (along with one additional local counsel in each applicable jurisdiction).

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent Agent, the Co-Lead Arrangers and the Arrangers each L/C Issuer in connection with the preparation preparation, negotiation, syndication and execution of this Agreement and Agreement, the other Loan DocumentsDocuments and the FF&E Intercreditor Agreement, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not the transactions contemplated thereby are consummated), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Co-Lead Arrangers, Xxxxxxxx Xxxx LLP, as counsel for the Collateral Agent, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Lender or any L/C Issuer in connection with the enforcement of their rights in connection with this Agreement, the other Loan Documents and the FF&E Intercreditor Agreement, in connection with the case Loans made or the Letters of legal fees Credit issued hereunder, including the reasonable fees, charges and expenses, disbursements of counsel for the Agents and the Lenders (limited to the reasonable fees, charges and disbursements of a single primary one counsel for the Administrative Agent, the Collateral Agent and the Co-Lead Arrangers, Xxxxxxxx Xxxx LLP, as counsel for the Collateral Agent, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived a conflict of interest where such person affected by such conflict informs the Borrowers from and after an Event of such conflict and thereafter retains its own Default, one additional counsel with the Borrowers’ prior written consent (not in each jurisdiction to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)parties taken as a whole.

Expenses; Indemnity. (a) The Borrowers agree to pay, Borrower agrees (i) promptly following (and in any event within 30 thirty (30) days of of) written demand therefor (including documentation reasonably supporting such request)) therefor, (i) to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation preparation, negotiation and execution of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (limitedwhether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents, and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the case event of legal fees any actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and expenses(ii) from and after the Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to the reasonable fees, charges and disbursements of a single primary counsel for pay or reimburse the Administrative Agent, the Collateral Agent Agent, Apollo and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, Lender promptly following written demand for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of their any rights in connection with or remedies under this Agreement and or the other Loan DocumentsDocuments (including all such out-of-pocket costs and expenses incurred during any legal proceeding, in connection with the Loans made or the Letters including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of Credit issued hereunder (excluding allocated costs of in-house one counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges Agents and disbursements of a single primary one counsel for all such persons, taken as a whole, and, if necessary, to the reasonable fees, charges Lenders (and disbursements of one local counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or reasonably perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not each type to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to parties)). To the extent otherwise reimbursable by the Borrowers have consented foregoing sentence of 136 this section, the foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to the retention of such person)record and/or file Collateral Documents.

Expenses; Indemnity. (a) The Borrowers agree Each Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the European Collateral Agent, each of the Joint Lead Arrangers and Bookrunners and their respective Affiliates, including the reasonable fees, charges and disbursements of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and Bookrunners (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of the Loans and Revolving Credit Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a wholetransactions hereby contemplated shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by any Issuer in connection with the AgentsIssuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any of the Joint Lead Arrangers and Bookrunners, the L/C Issuers Administrative Agent, the Collateral Agent, the European Collateral Agent, each Issuer, or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and (including its rights under this Section), the other Loan DocumentsDocuments or the Loans made or Letters of Credit Issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and, in connection with the Loans made any such enforcement or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedprotection, (i) in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of a single primary any other counsel for all such persons, taken as a whole, and, if necessarythe Administrative Agent, the Collateral Agent, the European Collateral Agent, any Issuer, any of the Joint Lead Arrangers and Bookrunners or any Lender; provided 179 that in the absence of conflicts, reimbursement of legal fees and expenses shall be limited to reasonable fees, charges and disbursements of one counsel for the Administrative Agent, the Collateral Agent, the European Collateral Agent, the Issuers, the Joint Lead Arrangers and Bookrunners and the Lenders (which counsel shall be designated by the Administrative Agent) (and any appropriate foreign and local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict applicable foreign and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personlocal jurisdictions).

Expenses; Indemnity. The Borrower will (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesincluding, without limitation, all costs of electronic or internet distribution of any information hereunder) incurred by of the Administrative Agent, the Collateral Agent and the Arrangers in connection with (i) the preparation preparation, execution and delivery of this Agreement and the each other Loan DocumentsDocument, whenever the same shall be executed and delivered, including, without limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Collateral Agent in connection with the administration of Lenders relating to this Agreement and or any amendmentsother Loan Document, modifications or waivers of the provisions hereof or thereof (limitedincluding, in the case of legal without limitation, reasonable fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iib) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) of the Administrative Agent and each Lender actually incurred by the Agents, the L/C Issuers or any Lender in connection with the administration and enforcement or protection of their any rights in connection with this Agreement and remedies of the other Loan DocumentsAdministrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Loans made Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the Letters enforcement of Credit issued the Guaranty Agreement; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (excluding allocated c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs of in-house counsel and limited, (i) in the case of legal fees and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney's and consultant's fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely except to the extent that any of the Borrowers have consented to foregoing directly result from the retention gross negligence or willful misconduct of such person)the party seeking indemnification therefor.

Expenses; Indemnity. Whether or not the transactions contemplated by ------------------- any of the Operative Documents shall be consummated, the Companies will pay or cause to be paid (aor reimbursed, as the case may be) The Borrowers agree to payand will defend, within 30 days indemnify and hold you (and each other holder of written demand therefor any of the Securities) and each of your (including documentation reasonably supporting and such request)other holder's) directors, officers, employees, agents, advisors and Affiliates (ieach, an "Indemnitee") harmless in respect of all reasonable and documented out-of-pocket costs, losses, expenses (including Other Taxes) incurred by the Administrative Agentincluding, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessarywithout limitation, the reasonable fees, charges costs, expenses and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel) and damages (collectively, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes"Indemnified Costs") incurred by the Agents, the L/C Issuers or asserted against any Lender Indemnitee in connection with the negotiation, execution, delivery, performance and/or enforcement of this Agreement or protection any of the other Operative Documents (including, without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereby and thereby or which may otherwise be related in any way to this Agreement or any other Operative Documents or such transactions or such Indemnitee's relationship to the Companies or any of their rights Affiliates or any of their respective properties and assets, including, without limitation, any and all Indemnified Costs related in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, any way to the reasonable feesrequirements of any Environmental Laws (as the same may be amended, charges modified or supplemented from time to time) or to any environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and disbursements sampling, whether or not consented to, or requested or approved by, any Indemnitee, and whether or not such Indemnified Cost is attributable to an event or condition originating from any properties or assets of the Companies or any of their respective Subsidiaries or any other properties previously or hereafter owned, leased, occupied or operated by the Companies or any of their respective Subsidiaries. Notwithstanding the foregoing, the Companies shall not have any obligation to an Indemnitee under this section 21 with respect to any Indemnified Cost which is finally determined by a single primary counsel for all such persons, taken court of competent jurisdiction to have arisen solely and directly as a whole, and, if necessary, result of the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual willful misconduct or perceived conflict of interest where such person affected by such conflict informs the Borrowers bad faith of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Indemnitee.

Expenses; Indemnity. (a) The Borrowers agree to payBorrower and Holdings agree, jointly and severally, within 30 days of written demand therefor (including documentation reasonably supporting such requesti) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (iincluding all Attorney Costs which shall be limited to Xxxxxx & Xxxxxxx LLP (and one local counsel and one specialty counsel in each applicable jurisdiction for each group and, in the event of an actual or potential conflict of interest, one additional counsel of each type for each class of similarly situated parties)) and (ii) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including Other Taxes) all such costs and expenses incurred by during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent Lead Arrangers, and the Arrangers, and, if necessary, the reasonable fees, charges Lenders (and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local specialty counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel each type for each group class of similarly situated persons) parties)). The foregoing costs and (ii) in the case of expenses shall include all reasonable search, filing, recording and title insurance charges and fees or related thereto, and other reasonable out-of-pocket expenses of incurred by any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Agent.

Expenses; Indemnity. The Borrower will (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesincluding, without limitation, all costs of electronic or internet distribution of any information hereunder) incurred by of the Administrative Agent, the Collateral Agent and the Arrangers in connection with (i) the preparation preparation, execution and delivery of this Agreement and the each other Loan DocumentsDocument, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Collateral Agent in connection with the administration of Lenders relating to this Agreement and or any amendmentsother Loan Document, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal including without limitation reasonable fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iib) pay all reasonable and documented out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Borrower or any guarantor by reason of an Event of Default (including Other Taxesin connection the enforcement of any guaranty agreement) incurred and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the AgentsAdministrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the L/C Issuers Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing directly results from the gross negligence or willful misconduct of the party seeking indemnification therefor. Notwithstanding the foregoing, nothing in this Section shall require the Borrower to reimburse the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event duplication of any actual or perceived conflict liability of interest where such person affected by such conflict informs the Borrowers of such conflict Borrower under Section 3.8, 3.9, 3.10 and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)3.11.

Expenses; Indemnity. (a) The Borrowers hereby jointly and severally agree to pay, within 30 days promptly upon demand of written demand therefor (including documentation reasonably supporting such request), (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, whether or not the Collateral transactions contemplated hereby are consummated, the following fees, disbursements, costs, expenses, taxes and charges: (i) the reasonable fees and disbursements of counsel for the Administrative Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan DocumentsDocuments and the transactions contemplated hereby and thereby, (ii) the reasonable fees and disbursements of counsel for the Administrative Agent in connection with any amendment, supplement or modification of this Agreement or any other Loan Document, and any consent or waiver hereunder or thereunder (or any such instrument which is proposed but not executed and delivered); (iii) all reasonable costs and expenses incurred by the Administrative Agent in connection with due diligence or the syndication of the credit facilities contemplated hereby; (iv) all reasonable expenses incurred by the Administrative Agent in connection with the performance of any inspections, field examinations or audits performed by the Administrative Agent or any of its Administrative Agents or representatives with respect to the Collateral Agent Parent Guarantor, any Borrower or any other Obligor, its books and records, or any of its assets (including the inspections, examinations and audits referred to in connection Section 6.5) and the preparation of reports with respect thereto; provided, however, that so long as no Event of Default shall have occurred and be continuing, the administration Borrowers shall not be obligated to pay hereunder audit fees in excess of $450 per day, per auditor or in excess of $8,000 per year (plus expenses, in each case); and (v) all recording and release taxes, all transfer taxes, all documentary, stamp, intangible and similar taxes, all filing and recording fees and taxes, and any other excise or property taxes, charges, or similar taxes imposed by the United States of America, the jurisdiction in which any Lender's applicable lending office is located or any political subdivision of any of the foregoing, at any time payable in respect of this Agreement or any other Loan Document, the incurrence of obligations hereunder and under the other Loan Documents, any amendmentspayment made hereunder or under any other Loan Document, modifications or waivers of any documentary collection services conducted pursuant hereto (collectively, the provisions hereof or thereof (limited"Other Taxes"). The Borrowers further hereby jointly and severally agree to pay, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for promptly upon demand by the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessaryDocumentary Collection Agent, the reasonable feesIssuing Bank or any Lender, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the AgentsAdministrative Agent, the L/C Issuers Documentary Collection Agent, the Issuing Bank or any Lender in connection with the enforcement or protection preservation of any of their respective rights in connection with this Agreement and the remedies against any Obligor hereunder or under any other Loan DocumentsDocument, in connection with the Loans made or the Letters including all costs of Credit issued hereunder (excluding collection, all reasonable fees and disbursements of outside counsel, all reasonable allocated costs of in-house counsel counsel, and limited, (i) in all out-of-pocket expenses of the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessaryAdministrative Agent, the reasonable feesDocumentary Collection Agent, charges the Issuing Bank and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Lender.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers Issuing Banks in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Document (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for transactions thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenses, to including the reasonable fees, charges and disbursements of a single primary Cravath, Swaine & Moore, counsel for all such persons, taken as a wholethe Administrative Agent and the Collatxxxx Agent, and, if necessaryin connection with any such enforcement or protection, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and each Issuing Bank, each Affiliate of any of the foregoing persons and each of their respective directors, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all such personslosses, taken claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a whole result of (andi) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, but in no event with respect to the event Acquisition or the Oak Credit Agreement, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or perceived conflict alleged presence or Release of interest where Hazardous Materials on any property owned or operated by Connector, the Borrower or any of the other Subsidiaries, or any Environmental Claim related in any way to Connector, the Borrower or the other Subsidiaries; provided, however, that such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not indemnity shall not, as to any Indemnitee, be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the Borrowers have consented to the retention gross negligence or wilful misconduct of such person)Indemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor. SECTION 9.06.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including reasonable expenses incurred in connection with due diligence, to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral Agent is located or where any Loan Party is formed or incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not the Transactions hereby contemplated shall be consummated), in the case of legal fees and expenses, to including the reasonable fees, charges and disbursements of a single primary Xxxxxx Xxxxxx & Xxxxxxx LLP and Norton Xxxx Xxxxxxxxx LLP, counsel for to the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and jurisdiction; (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers for (A) the costs of appraisals, inspections and documented verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the Loan Parties’ operations by the Administrative Agent or the Collateral Agent, plus the Administrative Agent’s then customary charge for field examinations and audits and the preparation of reports thereof, (B) the costs and expenses of forwarding loan proceeds, collecting checks, and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and (C) the costs and expenses of lien searches, taxes, fees and other charges for filing financing statements, and other actions to maintain, preserve and protect the Collateral and the Collateral Agent’s Lien thereon; (iii) sums paid or incurred to pay any amount or take any action required of any Borrower or other Loan Party under the Loan Documents that such Borrower or Loan Party fails to take; and (iv) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in including the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges Administrative Agent (including any special and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personcounsel).

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), a)The Parent Borrower shall pay (i) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agenteach Arranger, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of a single primary one firm of counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per in any relevant jurisdiction and/or a single firm of regulatory counsel, in each case, for to all such personsPersons, taken as a whole), and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, one additional local counsel to each similarly situated group of affected Persons, taken as a whole, in each relevant jurisdiction) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Parent Borrower and except as otherwise provided in a separate writing between the Parent Borrower, the relevant Arranger and/or the Administrative Agent) and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the AgentsAdministrative Agent, the L/C Issuers Arrangers, the Issuing Banks or the Lenders or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder respective Affiliates (excluding allocated costs of in-house counsel and but limited, (i) in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of a single primary one firm of counsel for and, if necessary, of one local counsel in any relevant jurisdiction to all such personsPersons, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, the reasonable fees, charges and disbursements of one additional local counsel in to each appropriate jurisdiction and/or regulatory counsel for all such personssimilarly situated group of affected Persons, taken as a whole (andwhole, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel each relevant jurisdiction) in connection with the Borrowers’ prior written consent (not to be unreasonably withheld)enforcement, collection or protection of another single firm their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely Credit issued hereunder. Except to the extent required to be paid on the Borrowers have consented to Closing Date, all amounts due under this paragraph (a) shall be payable by the retention Parent Borrower within 30 days of receipt by the Parent Borrower of an invoice setting forth such person)expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the syndication of the Commitments, administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence, initial and ongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, mortgage recordings, title registrations, UCC filings and other filings in connection with the creation and perfection of the Liens of the Collateral Agent (and the priority thereof) as contemplated hereby or other Loan Documents and the reasonable fees, disbursements and charges of no more than one counsel in each jurisdiction where Collateral is located) or any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not such amendment, in waiver or modification is approved by the case of legal fees and expensesapplicable Lenders), to including the reasonable fees, charges and disbursements of a single primary Simpson, Thacher & Xxxxxxxx LLP and Xxxxxx Xxxx & Xxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and, if necessary, and the reasonable fees, charges and disbursements of one local counsel per applicable jurisdiction and/or a single firm of regulatory counsel(and, in each case, for all the case of an actual or perceived conflict of interest where such persons, taken as a wholeperson affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another firm for such affected person); and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in including the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event case of any an actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers Borrower of such conflict and thereafter retains its own counsel with the Borrowers’ Borrower’s (or Hexion’s) prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such affected person).

Expenses; Indemnity. (a) The Borrowers agree Owner agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay or reimburse the Security Trustee and the Lender for paying: (i) all reasonable documented fees, costs and documented out-of-pocket expenses (including Other Taxes) of the Security Trustee and the Lender reasonably incurred by the Administrative Agentit (including, without limitation, the Collateral Agent reasonable fees and expenses of Vxxxxx Price P.C., special New York counsel to the Lender, Daugherty, Fowler, McAfee & Txxx, P.C., special FAA counsel and advisory and ratings agencies), in connection with (A) the negotiation, preparation, execution and delivery of this Agreement, the other Basic Documents and the Arrangers extensions of credit hereunder (unless the Lender fail to fund their Loan Certificates after all conditions precedent to a funding set forth in Section 7 have been satisfied), (B) all fees, taxes and other charges payable in connection with the preparation recording or filing of instruments and financing statements, or registration of any international interest or prospective international interest with the International Registry (including the reasonable fees and expenses of local counsel), and (C) any modification, supplement or waiver of any of the terms of this Agreement and or any of the other Loan Documents, or Basic Documents requested by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative AgentOwner Participant, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and Owner or any other Obligor; (ii) all reasonable and documented out-of-out of pocket costs and expenses of the Security Trustee and the Lender (including Other Taxesincluding, without limitation, reasonable legal fees) incurred by the Agents, the L/C Issuers in connection with (A) any Default Event and any enforcement or any Lender collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or “workout” of the Owner, the Owner Participant or any other Obligor (whether or not consummated), or the renegotiation or restructuring of the obligations of the Owner hereunder and (B) the enforcement of this Section 12.3; and (iii) all transfer, stamp, documentary or protection other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of their rights the execution or delivery of this Agreement, any of the other Basic Documents or any other document referred to herein or therein (or the transactions contemplated thereby) and all reasonable and documented costs, expenses, taxes, assessments and other charges incurred in connection with this Agreement any filing, registration, recording or perfection of any security interest contemplated by any Basic Document or any other document referred to therein. The Owner agrees to pay all costs, expenses and other charges in respect of the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel upfront and limited, (i) in the case of legal ongoing fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any the Security Trustee as separately agreed. Any amount owed by the Owner under this Section 12 shall be paid by it promptly after it has received, reviewed and approved an invoice or other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)document reasonably evidencing that an amount is due hereunder.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent Agent, the syndication agent, the arranger, the book-runner and the Arrangers Lenders in connection with the syndication of the DIP Facility and the preparation and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees transactions hereby or thereby contemplated shall be consummated) and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for transactions contemplated thereby or incurred by the Administrative Agent, the Collateral Agent Agent, the syndication agent, the arranger, the book-runner or the Lenders in connection with the enforcement or protection of its rights under this Agreement and the Arrangersother Loan Documents or in connection with the Loans made, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and including (iii) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the DIP Facility, the preparation, negotiation, execution, delivery and administration of the Loan Documents and the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents (whether or not any such amendment, waiver, supplement or modification becomes effective) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including Other Taxesthe reasonable and documented fees, disbursements and other charges of (A) incurred Shearman & Sterling LLP, as counsel to the Administrative Agent, (B) Xxxxx Day and Xxxxx Xxxx & Xxxxxxxx LLP, each as counsel to certain of the Lenders, and local and specialty counsel engaged by the Agents, Lenders or the L/C Issuers Administrative Agent and of financial advisors to the Lenders engaged prior to the Petition Date (or any Lender replacement thereof) and (ii) in connection with the enforcement or protection of their the rights in connection with of any Lender, the Administrative Agent, the Collateral Agent, the syndication agent, the arranger and the book-runner under this Agreement and the other Loan Documents, Documents or in connection with any refinancing or restructuring of the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) credit arrangements provided under this Agreement in the case nature of legal fees and expenses, a “work-out” or pursuant to any insolvency or bankruptcy proceedings the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable documented fees, charges and disbursements of one local New York counsel (and counsel in each appropriate jurisdiction and/or regulatory other relevant local jurisdiction) for the Administrative Agent and Collateral Agent and one other New York counsel for (and counsel in each other relevant local jurisdiction) to all such personsLenders, taken as a whole (and, in the case of the Lenders, additional counsel in the event of any actual or perceived a conflict of interest where such person to all affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)parties.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) if the Closing Date occurs, to pay or reimburse all reasonable and documented or invoiced out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent Lead Arranger and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, but limited to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (iA) in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges and disbursements of a single primary Xxxxx & Xxx Xxxxx PLLC, and, if reasonably necessary, of one local counsel for in any relevant material jurisdiction to all such personsPersons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel otherwise retained with the Borrowers’ prior written Lead Borrower’s consent (not to be unreasonably withheld), excluding in all events allocated costs of another single firm of counsel for each group of similarly situated personsin-house counsel) and (iiB) in the case of fees or and expenses of related to any other advisor or consultant, solely to the extent the Borrowers have Lead Borrower has consented to the retention or engagement of such personPerson) in connection with the syndication and distribution (including via the Internet or through a service such as IntraLinks) of the Revolving Facility, in connection with the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document and (ii) from and after the Closing Date, within thirty (30) days after written demand (including documentation reasonably supporting such request as further detailed below) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger, the Collateral Agent, the Issuing Bank or the Lenders (but limited to (A) in the case of legal fees and expenses, (x) the reasonable fees, disbursements and other charges of one firm of outside counsel to all such Persons, taken as a whole and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole, and counsel otherwise retained with the Lead Borrower’s consent (excluding in all events allocated costs of in house counsel), and (y) solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel to all such Persons, taken as a whole, and one additional local counsel to all such Persons, taken as a whole, to each group of similarly situated affected parties, and (B) fees and expenses related to any other advisor or consultant, solely to the extent the Lead Borrower has consented to the retention or engagement of such Person) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrowers within 30 days of receipt by the Borrowers of an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

Expenses; Indemnity. (a) The Except as expressly set forth in Section 5.07 hereof, the Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesbut not limited to reasonable out-of-pocket expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) (i) incurred by BAS or the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation syndication of the credit facilities provided for herein and the preparation, execution and delivery of this Agreement and the other Loan Documents, or (ii) incurred by the Administrative Agent or the Collateral Agent Agents in connection with the administration of this Agreement and the other Loan Documents, including one inventory appraisal firm for all Agents (which shall be reasonably acceptable to the Lead Borrower) in connection with any Inventory Appraisal, or in connection with any amendments, modifications modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (limitedwhether or not the transactions hereby or thereby contemplated shall be consummated) or (iii) incurred by the Agents or any Lender in connection with the work-out, enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 5.16 of this Agreement) and the case other Loan Documents or in connection with the Loans made or Letters of legal fees and expensesCredit issued hereunder, to including the reasonable fees, charges and disbursements of a single primary Xxxxxx & Xxxxxxxxxx, LLP, counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessaryin connection with any such enforcement, protection, or work-out, the reasonable fees, charges and disbursements of one local any other counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Agents or any Lender in connection with Lender; provided that the enforcement or protection of their rights in connection with this Agreement Borrowers shall only be required to pay for one counsel for the Co-Collateral Agents (which counsel shall be selected by General Electric Capital Corporation so long as it is a Co-Collateral Agent) and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary one counsel for all such persons, taken as a whole, and, if necessary, other Lenders to the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (andextent no conflict arises; provided, in the event the Borrowers have a bona fide dispute with any such expenses, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable satisfaction of the Borrowers or thirty (30) days after receipt of any actual or perceived conflict such invoice (and any such disputed amount which is so paid shall be subject to a reservation of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (rights with respect thereto). The Loan Parties shall not be obligated to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in reimburse the case of fees or expenses allocated costs of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)overhead expenses.

Expenses; Indemnity. (a) The If the Closing Date occurs, the Borrowers jointly and severally agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or by or, with respect to the Administrative Agent or and the Collateral Agent Agent, in connection with the syndication of commitments (including the obtaining and maintaining of CUSIP numbers for the Loans) or administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof thereof, including (limitedi) in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of the service provider referred to in Section 8.03, (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the case issuance, amendment, renewal or extension of legal fees and expensesany Letter of Credit or any demand for payment thereunder, to (iii) expenses incurred in connection with due diligence, (iv) the reasonable fees, charges and disbursements of a single primary Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (v) all reasonable out-of-pocket expenses incurred by the Arrangers, Agents, the L/C Issuer or any Lender in connection with the enforcement of this Agreement and the other Loan Documents in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for the Agents and the Lenders; provided that legal fees pursuant to this Section 9.05(a) shall be limited to the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Arrangers, and, if necessaryreasonably necessary or advisable, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary one additional counsel for all such each group of affected persons, taken as a whole, and, if necessary, to the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event extent of any actual or perceived conflict of interest where interest. The Borrowers jointly and severally agree to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each L/C Issuer, each Lender, each of their respective Affiliates and each of their respective successors and assigns and their respective directors, partners, controlling persons, officers, employees, agents, trustees, advisors and members of the foregoing (each such person affected by such being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual or perceived conflict informs of interest, one additional counsel in each applicable material jurisdiction to the Borrowers other Indemnitees) (except the allocated costs of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheldin-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of another single firm (i) the execution or delivery of counsel for each group this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of similarly situated persons) their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated hereby, (ii) in the case use of fees the proceeds of the Loans or expenses the use of any other advisor Letter of Credit or consultant(iii) any claim, solely litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Parent or any of the Subsidiaries, Affiliates or equity holders; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the gross negligence, willful misconduct or bad faith of such Indemnitee, (2) a material breach of obligations by such Indemnitee or (3) any claim, litigation, investigation or proceeding that does not involve an act or omission of any Loan Party or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer, or any other agent in its capacity as such with respect to any of the Loan Documents or arising out of any act or omission on the part of the Borrowers have consented or their Subsidiaries or Affiliates). Subject to and without limiting the generality of the foregoing sentence, the Borrowers jointly and severally agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel to the retention Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim or liability arising under Environmental Laws and related to Parent or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any property currently or formerly owned, operated or leased by any of them; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (1) the gross negligence, willful misconduct or bad faith of such personIndemnitee or any of its Related Parties, (2) a material breach of Obligations by such Indemnitee or (3) any claim, litigation, investigation or proceeding that does not involve an act or omission of any Loan Party or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer, or any other agent in its capacity as such with respect to any of the Loan Documents or arising out of any act or omission on the part of the Borrowers or their Subsidiaries or Affiliates). None of the Indemnitees (or any of their respective Affiliates) shall be responsible or liable to the Parent, Holdings or any of the Subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. None of the Parent, Holdings or any of the Subsidiaries, Affiliates or stockholders shall be responsible or liable to the Indemnitees (or any of their respective Affiliates) or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged by an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement (other than in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 9.05). The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer or any Lender. All amounts due under this Section 9.05 shall be payable within 30 days following written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. Whether or not the transactions contemplated by any of ------------------- the Operative Documents shall be consummated, the Companies, jointly and severally, will pay or cause to be paid (aor reimbursed, as the case may be) The Borrowers agree to payand will defend, within 30 days indemnify and hold you (and each other holder of written demand therefor any of the Securities) and each of your (including documentation reasonably supporting and such request)other holder's) directors, officers, employees, agents, advisors and Affiliates (ieach, an "Indemnitee") harmless (on an after tax basis) in respect of all reasonable and documented out-of-pocket costs, losses, expenses (including Other Taxes) incurred by the Administrative Agentincluding, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessarywithout limitation, the reasonable fees, charges costs, expenses and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel) and damages (collectively, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes"Indemnified Costs") incurred by the Agents, the L/C Issuers or asserted against any Lender Indemnitee in connection with the negotiation, execution, delivery, performance and/or enforcement of this Agreement or protection any of the other Operative Documents (including, without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereby and thereby or which may otherwise be related in any way to this Agreement or any other Operative Documents or such transactions or such Indemnitee's relationship to either Company or any of its Affiliates or any of their rights respective properties and assets, including, without limitation, any and all Indemnified Costs related in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, any way to the reasonable feesrequirements of any Environmental Laws (as the same may be amended, charges modified or supplemented from time to time) or to any environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and disbursements sampling, whether or not consented to, or requested or approved by, any Indemnitee, and whether or not such Indemnified Cost is attributable to an event or condition originating from any properties or assets of any Company or any of its Subsidiaries or any other properties previously or hereafter owned, leased, occupied or operated by either Company or any of its Subsidiaries. Notwithstanding the foregoing, the Companies shall not have any obligation to an Indemnitee under this section 21 with respect to any Indemnified Cost which is finally determined by a single primary counsel for all such persons, taken court of competent jurisdiction to have arisen solely and directly as a wholeresult of the gross negligence, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual willful misconduct or perceived conflict of interest where such person affected by such conflict informs the Borrowers bad faith of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Indemnitee.

Expenses; Indemnity. (a) The Borrowers agree to pay, Borrower agrees (i) promptly following (and in any event within 30 thirty (30) days of of) written demand therefor (including documentation reasonably supporting such request)) therefor, (i) to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation preparation, negotiation and execution of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (limitedwhether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents, and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the case event of legal fees any actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and expenses(ii) from and after the Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to the reasonable fees, charges and disbursements of a single primary counsel for pay or reimburse the Administrative Agent, the Collateral Agent Agent, Apollo and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, Lender promptly following written demand for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of their any rights in connection with or remedies under this Agreement and or the other Loan DocumentsDocuments (including all such out-of-pocket costs and expenses incurred during any legal proceeding, in connection with the Loans made or the Letters including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of Credit issued hereunder (excluding allocated costs of in-house one counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges Agents and disbursements of a single primary one counsel for all such persons, taken as a whole, and, if necessary, to the reasonable fees, charges Lenders (and disbursements of one local counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or reasonably perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not each type to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to parties)). To the extent otherwise reimbursable by the Borrowers have consented foregoing sentence of this section, the foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to the retention of such person).record and/or file Collateral Documents. 41112.00012 Execution Version

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days Without duplication of written demand therefor (including documentation reasonably supporting such requestBorrower’s obligations under Section 9.05xxxiii), whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the negotiation, preparation and execution of the Loan Documents (including Other Taxessubject to any cap or sharing arrangement separately agreed to in the Fee Letter) incurred and any future consents, amendments, waivers or other modifications thereto; (ii) all the costs of furnishing all opinions by counsel for Borrower and the other Loan Parties; (iii) all out-of-pocket costs, expenses and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to the Administrative Agent and McAfee & Xxxx, FAA counsel, in connection with the negotiation, preparation and execution of the Loan Documents (subject to any cap or sharing arrangement separately agreed to in the Fee Letter) and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; provided prior to an Event of Default that reasonable attorney’s fees of the Administrative Agent shall be limited to one primary counsel and, if reasonably required by the Administrative Agent, local or specialist counsel; provided further that no such limitation shall apply if the Administrative Agent determines in good faith that there is a conflict of interest that requires separate representation for the Lenders or the Administrative Agent; provided further that such limitation shall not be applicable to the Collateral Agent; (iv) all costs and expenses of the Collateral Agent in the manner set forth in the Fee Schedule; and (v) after the Arrangers occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any Secured Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Default or Event of Default (including in connection with the preparation of this Agreement and the other Loan Documentssale, lease or license of, collection from, or by other realization upon any of the Administrative Agent Collateral or the Collateral Agent enforcement of the Security Documents) or in connection with the administration of this Agreement and any amendments, modifications refinancing or waivers restructuring of the provisions hereof or thereof (limited, credit arrangements provided hereunder in the case of legal fees and expenses, to the reasonable fees, charges and disbursements nature of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented “work out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers ” or pursuant to any Lender in connection with the enforcement insolvency or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made bankruptcy cases or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)proceedings.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), A. Company hereby agrees to: (i) within 10 days after the presentation of a statement together with reasonably detailed supporting documentation (other than with respect to any amounts payable pursuant to Section 4.1M), pay all reasonable and documented out-of-pocket costs and expenses of Administrative Agent (including Other Taxes) incurred by the Administrative Agentincluding, without limitation, the Collateral Agent reasonable fees and disbursements of White & Case LLP, one local counsel (in each reasonably necessary jurisdiction) and one special counsel (to the Arrangers extent reasonably necessary) and, in the case of an actual or potential conflict of interest, one additional counsel for each group of similarly situated Persons, special counsel (to the extent reasonably necessary) and local counsel (in each reasonably necessary jurisdiction) and consultants) in connection with the preparation preparation, execution, delivery and administration of this Agreement and the other Loan DocumentsDocuments and the documents and instruments referred to herein and therein and any amendment, waiver or by the consent relating hereto or thereto, of Administrative Agent and its Affiliates in connection with its or the Collateral Agent their syndication efforts with respect to this Agreement and of Administrative Agent, of each Issuing Lender in connection with the administration Letter of Credit Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any amendments, modifications refinancing or waivers restructuring of the provisions hereof credit arrangements provided under this Agreement in the nature of a “work-out” or thereof pursuant to any insolvency or bankruptcy proceedings (limitedincluding, in each case without limitation, the reasonable fees and disbursements of a single counsel to Administrative Agent, one local counsel (in each reasonably necessary jurisdiction) and one special counsel (to the extent reasonably necessary) and, in the case of legal fees and expensesan actual or potential conflict of interest, one additional counsel for each group of similarly situated Persons, special counsel (to the extent reasonably necessary) and local counsel (in each reasonably necessary jurisdiction) and consultants for Administrative Agent and, after the occurrence of an Event of Default, the reasonable fees, charges fees and disbursements of a single primary counsel for each of the Administrative Agent, the Collateral Agent Issuing Lenders and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, Lenders (taken as a whole), one local counsel (in each reasonably necessary jurisdiction) and one special counsel (to the extent reasonably necessary) and, in the case of an actual or potential conflict of interest, one additional counsel for each group of similarly situated Persons, special counsel (to the extent reasonably necessary) and local counsel (in each reasonably necessary jurisdiction)); and (ii) indemnify Administrative Agent, each Issuing Lender and each Lender, and each of their respective Related Parties (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket expenses fees, disbursements and other charges of lead counsel, special counsel (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges extent reasonably necessary) and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate reasonably necessary jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of one additional counsel for each group of similarly situated persons) and (ii) Persons in the case of an actual or potential conflict of interest) and reasonable and documented consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Company or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses of any other advisor or consultant, solely to the extent incurred by reason of the Borrowers have consented gross negligence, bad faith or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall make the maximum contribution to the retention payment and satisfaction of such person)each of the indemnified liabilities which is permissible under applicable law.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees upon demand to pay, within 30 days or reimburse (subject to the Borrower’s written expense reimbursement policies as provided to the Administrative Agent prior to the date hereof) the Administrative Agent and the Arranger for all of written demand therefor (including documentation reasonably supporting each such request), (i) all person’s reasonable and documented out-of-pocket costs and expenses of every type and nature incurred on or after June 1, 2014 (including Other Taxes) incurred by other than the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal & Xxxxxx LLP which shall be reimbursable regardless of when incurred), including reasonable and documented fees, disbursements and other charges of counsel (which shall be limited to one primary counsel and, if necessary, one local counsel per each applicable jurisdiction for the Collateral Administrative Agent and the Arrangers Arranger, taken as a whole) and for documentary taxes and other charges incurred by each such person in connection with any of the preparation following: (i) the Administrative Agent’s negotiation or execution of any Loan Document, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including the satisfaction or attempted satisfaction of any condition set forth in Article IV), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (iv) the protection, collection or by enforcement of any Obligation or the enforcement of any Loan Document, (v) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, this Agreement or any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or the Collateral Agent deposition or other proceeding in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for which the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counselis called to testify, in each case, for all such personsrelating in any way to the Obligations, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers this Agreement or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan DocumentsDocument or (vii) any amendment, in connection with the Loans made consent, waiver, assignment, restatement, or supplement to any Loan Document or the Letters preparation, negotiation and execution of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)same.

Expenses; Indemnity. (am) The Borrowers agree to pay, Borrower agrees promptly following (and in any event within 30 days of of) written demand therefor (including documentation reasonably supporting such request), ) therefor (i) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Arranger for all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (limitedwhether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs which shall be limited to Cravath, Swaine & Xxxxx LLP (and one local counsel in each applicable jurisdiction for each group and, in the case event of legal fees any actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and expenses(ii) from and after the Closing Date, to the reasonable fees, charges and disbursements of a single primary counsel for pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessaryAgent, the reasonable feesSyndication Agent, charges the Documentation Agent, the Arranger and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, Lender promptly following written demand for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of their any rights in connection with or remedies under this Agreement and or the other Loan DocumentsDocuments (including all such out-of-pocket costs and expenses incurred during any legal proceeding, in connection with the Loans made or the Letters including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of Credit issued hereunder (excluding allocated costs of in-house one counsel and limited, (i) in the case of legal fees and expenses, to the reasonable feesAdministrative Agent, charges Arranger and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges Lenders (and disbursements of one local counsel in each appropriate applicable material jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or reasonably perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not each type to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to parties)). To the extent otherwise reimbursable by the Borrowers have consented to foregoing sentence of this section, the retention foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out of such person)pocket expenses incurred by any Agent.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, whether or not the transactions hereby or thereby contemplated shall be consummated) or in connection with an Incremental Assumption Agreement and the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for transactions contemplated thereby or incurred by the Administrative Agent, Agent or the Collateral Agent in connection with the enforcement or protection of its rights under this Agreement and the Arrangersother Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and including (iii) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Credit Facilities, the preparation, negotiation, execution, delivery and administration of the Loan Documents and the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents (whether or not any such amendment, waiver, supplement or modification becomes effective) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including Other Taxes) incurred the reasonable fees, disbursements and other charges of Cxxxxx Xxxxxx & Rxxxxxx llp and one counsel in each relevant local jurisdiction and one counsel in each relevant specialty area to the extent deemed reasonably necessary by the Agents, the L/C Issuers or any Lender Administrative Agent and (ii) in connection with the enforcement or protection of their the rights in connection with of any Lender, Joint Lead Arranger, the Administrative Agent and the Collateral Agent under this Agreement and the other Loan Documents, Documents or in connection with any refinancing or restructuring of the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) credit arrangements provided under this Agreement in the case of legal fees and expenses, to the reasonable fees, charges and disbursements nature of a single primary counsel for all such persons, taken as a whole, and, if necessary, “work-out” or pursuant to any insolvency or bankruptcy proceedings the reasonable fees, charges and disbursements of one local New York counsel (and counsel in each appropriate jurisdiction and/or regulatory other relevant local jurisdiction) for the Administrative Agent and Collateral Agent and one other New York counsel for (and counsel in each other relevant local jurisdiction) to all such personsLenders, taken as a whole (and, in the case of the Lenders, additional counsel in the event of any actual or perceived a conflict of interest where such person to all affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)parties.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, pay within 30 thirty (30) days of written demand therefor thereof (including together with backup documentation reasonably supporting such request), ) (i) all reasonable and documented out-of-pocket (in summary format) expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral Agent examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented (in summary format) fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such Persons, taken as a whole) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), Transactions hereby contemplated shall be consummated) and (ii) all reasonable and documented out-of-pocket (in summary format) expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and but limited, (i) in the case of legal fees and expenses, to the actual reasonable and documented (in summary format) fees, charges and disbursements of a single primary Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for all such persons, taken as a wholethe Administrative Agent, and, if necessary, reasonably necessary (x) the reasonable and documented (in summary format) fees, charges and disbursements of one (1) local counsel in each appropriate per relevant local jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (iiy) in the case of fees an actual or expenses potential conflict of any other advisor or consultantinterest, solely the reasonable and documented (in summary format) fees, charges and disbursements of one (1) additional counsel to the extent the Borrowers have consented to the retention of such personall affected Persons, taken as a whole).

Expenses; Indemnity. The Borrower will (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesincluding, without limitation, all costs of electronic or internet distribution of any information hereunder) incurred by of the Administrative Agent, the Collateral Agent and the Arrangers in connection with (i) the preparation preparation, execution and delivery of this Agreement and the each other Loan DocumentsDocument, whenever the same shall be executed and delivered, including, without limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Collateral Agent in connection with the administration of Lenders relating to this Agreement and or any amendmentsother Loan Document, modifications or waivers of the provisions hereof or thereof (limitedincluding, in the case of legal without limitation, reasonable fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iib) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) of the Administrative Agent and each Lender actually incurred by the Agents, the L/C Issuers or any Lender in connection with the administration and enforcement or protection of their any rights in connection with this Agreement and remedies of the other Loan DocumentsAdministrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Loans made Borrower or any Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the Letters enforcement of Credit issued the Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (excluding allocated c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs of in-house counsel and limited, (i) in the case of legal fees and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely except to the extent that any of the Borrowers have consented to foregoing directly result from the retention gross negligence or willful misconduct of such person)the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrowers agree Issuer agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, Trustee or the Collateral Agent and the Arrangers in connection with the preparation of this Agreement Indenture and the other Loan Note Documents, or by the Administrative Agent Trustee or the Collateral Agent in connection with the administration of this Agreement Indenture, the other Note Documents and any amendments, modifications or waivers of the provisions hereof or thereof (limitedthereof, in the case of legal fees and expenses, to including the reasonable fees, charges and disbursements of a single primary Xxxxxx & Bird LLP, counsel for the Administrative Agent, Trustee and the Collateral Agent and the ArrangersAgent, and, if necessary, the reasonable and documented fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counseljurisdiction, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket costs, fees and expenses (including Other Taxes) incurred by the AgentsPurchasers and/or the Noteholders (limited in the case of legal fees and costs to the reasonable and documented fees and costs of (a) Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, (b) one local counsel in each relevant foreign jurisdiction (provided that any such foreign counsel shall not be in addition to any foreign counsel of the Trustee or Collateral Agent in such jurisdiction referred to in clause (i) above) and (c) any additional specialist counsel for diligence purposes that Purchasers and/or the Noteholders are required to engage pursuant to existing internal policies and procedures), accounting, consulting and other third party advisors retained by Purchasers and/or the Noteholders) in connection with the examination, review, due diligence investigation, preparation and/or execution of this Indenture, the L/C Issuers other Note Documents and any guarantees or collateral documents in connection therewith (whether prior to, on, or following the Closing Date), or by the Purchasers and/or the Noteholders in connection with the administration of this Indenture, the Note Purchase Agreement, the other Note Documents and any amendments, modifications or waivers of the provisions hereof or thereof, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Trustee, the Collateral Agent or any Lender Noteholder Party in connection with the enforcement or protection of their rights in connection with this Agreement Indenture and the other Loan Note Documents, in connection with the Loans made or Notes purchased hereunder, including the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Trustee and Collateral Agent, and a single counsel for all such personsNoteholder Parties, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one a single local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event case of any an actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers Issuer of such conflict and thereafter retains its own counsel with the Borrowers’ Issuer’s prior written consent (not to be unreasonably withheld), of another single firm of counsel such for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such affected person).

Expenses; Indemnity. (a) The Borrowers agree Each Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay ------------------- all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iitransactions hereby contemplated shall be consummated) all reasonable and documented out-of-pocket expenses (including Other Taxes) or incurred by the Agents, the L/C Issuers Agent or any Lender of the Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement and or any of the 109 other Loan Documents, in connection Documents or with the Loans made or the Notes or Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) or in connection with any pending or threatened action, proceeding, or investigation relating to the case of legal fees and expensesforegoing, including but not limited to the reasonable fees, charges fees and disbursements of a single primary counsel for all such personsthe Agent and only upon the occurrence and continuance of an Event of Default field examination expenses and charges (provided, taken however, that so long as a wholeno Event of -------- ------- Default shall be in existence, the Agent shall not conduct more than one field examination in any Fiscal Year which shall be at the Agent's expense) and, if necessaryin connection with such enforcement or protection, the reasonable fees, charges fees and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of Lenders. The Borrowers shall not be obligated to reimburse Agent or any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel Lender with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely respect to the extent syndication of the Borrowers have consented Loans, other than in connection with amendments which increase the Total Commitment or result in additional Loans being available to any Borrower). The Borrower further indemnifies the retention Lenders from and agrees to hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of such person)the execution and delivery of this Agreement or the Notes.

Expenses; Indemnity. Whether or not the transactions contemplated by any of the Operative Documents shall be consummated, the Issuers will pay or cause to be paid (aor reimbursed, as the case may be) The Borrowers agree and will defend, indemnify and hold each Purchaser (and each other holder of any of the Securities) and each of such Purchaser's (and such other holder's) directors, officers, employees, agents, advisors and Affiliates (each, an "Indemnitee") harmless (on a net after tax basis with respect to paypayments to third parties) in respect of all costs, within 30 days of written demand therefor (including documentation reasonably supporting such request)losses, (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agentincluding, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessarywithout limitation, the reasonable fees, charges costs, expenses and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel) and damages (collectively, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes"Indemnified Costs") incurred by the Agents, the L/C Issuers or asserted against any Lender Indemnitee in connection with the negotiation, execution, delivery, performance and/or enforcement of this Agreement or protection any of the other Operative Documents (including, without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereby and thereby or which may otherwise be related in any way to this Agreement or any other Operative Documents or such transactions or such Indemnitee's relationship to the Issuers or any of their rights Affiliates or any of their respective properties and assets, including, without limitation, any and all Indemnified Costs related in connection with this Agreement any way to the requirements of any Environmental Laws (as the same may be amended, modified or supplemented from time to time) or to any required environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and the other Loan Documentssampling, in connection with the Loans made whether or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitednot consented to, (i) in the case of legal fees and expensesor requested or approved by, Indemnitee, to the reasonable feesextent such Indemnified Cost is attributable to an event or condition originating from or relating to any properties or assets of the Issuers or any of the Subsidiaries or any other properties previously or hereafter owned, charges and disbursements leased, occupied or operated by the Issuers or any of the respective Subsidiaries. Notwithstanding the foregoing, the Issuers shall not have any obligation to an Indemnitee under this Section 21 with respect to any Indemnified Cost which is finally determined by a single primary counsel for all such persons, taken court of competent jurisdiction to have arisen as a wholeresult of the gross negligence, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual willful misconduct or perceived conflict of interest where such person affected by such conflict informs the Borrowers bad faith of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Indemnitee.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesi) incurred by the Administrative AgentAgents, the Collateral Agent Arranger and the Arrangers their respective Affiliates in connection with the preparation of the Engagement Letter, the Agency Fee Letter, this Agreement and the other Loan Documents, or and by the Administrative Agent or Agents, the Collateral Agent Arranger and their respective Affiliates in connection with the syndication of the Commitments and the administration of this Agreement (including reasonable and documented out-of-pocket expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the reasonable fees, charges and disbursements for Xxxxxx & Xxxxxxx LLP, special New York counsel for the Agents and the Arranger, and no more than one firm of local counsel for each relevant jurisdiction, one firm of specialty counsel, if applicable, and, in the event of any actual conflict of interest, an additional firm of counsel for any similarly affected persons) and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), Transactions hereby contemplated shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Arranger and their respective Affiliates or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenses, to including the reasonable fees, charges and disbursements of a single primary Xxxxxx & Xxxxxxx LLP, special New York counsel for all such persons, taken as a wholethe Agents and the Arranger, and, if necessaryin connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel; provided, that absent any conflict of interest, the Agents and the Arranger shall not be entitled to payment for the fees, charges or disbursements of more than one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such personsjurisdiction. For the avoidance of doubt, taken as a whole (and, amounts described in this Section 9.04(a) shall be payable whether or not the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Closing Date occurs.

Expenses; Indemnity. (a) The Borrowers agree Borrower and Parent agree, jointly and severally, to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Syndication Agent, the Collateral Agent and Documentation Agent, the Arrangers and their respective Affiliates (each, an “Indemnified Person”), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP (together with local and special counsel as necessary) in connection with (A) the syndication and distribution (including via the internet or through a service such as Intralinks) of the Term Loans provided for herein and (B) the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and the Loan Documents or any amendments, modifications or waivers of the provisions hereof of the Loan Documents, whether or thereof not the transactions contemplated hereby or thereby shall be consummated; provided, that the obligation to reimburse any legal fees and expenses incurred through the Closing Date shall be limited as set forth in the Engagement Letter; provided, further, that any legal fees and expenses shall be limited to the fees and expenses of (limitedx) one counsel for all Indemnified Persons taken as a whole, (y) a single local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction, and (z) solely in the case of legal fees and expensesa conflict of interest, to the reasonable fees, charges and disbursements of a single primary one additional counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole)relevant jurisdiction to each group of Indemnified Persons similarly situated, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Arrangers, the Lenders and their respective Affiliates (including fees, disbursements and other charges of a single law firm as counsel (except in cases where an actual or any Lender potential conflict exists) (together with local counsel as necessary)) in connection with the enforcement enforcement, collection or protection of their any such party’s rights in connection with this Agreement and the other Loan Documents, including rights under this Section 9.05, or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for including all such personsout-of-pocket expenses incurred during any workout, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel restructuring or negotiations in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers respect of such conflict and thereafter retains its own counsel Loans or in connection with investigating or defending any of the Borrowers’ prior written consent matters described in clause (not to be unreasonably withheld), iv) of another single firm of counsel for each group of similarly situated persons) and paragraph (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personb).

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) Borrower shall pay all reasonable and documented legal fees and disbursements and other out-of-of- pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers Lender in connection with the preparation of this Agreement and all ancillary documentation, the other Loan Documentsadministration of the Loan, and enforcement of the Lender's rights and remedies under or by the Administrative Agent or the Collateral Agent in connection with this Agreement, and any other documentation or actions contemplated thereby. The Borrower agrees to indemnify and hold harmless the administration Lender and each of its directors, officers, employees, attorneys, advisors and affiliates (all such persons and entities being referred to hereafter as "Indemnified Persons") tram and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever (excluding indirect or consequential damages and claims for lost profits) which may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way related to or resulting from this Agreement and any amendmentsand, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expensesupon demand, to the reasonable fees, charges pay and disbursements of a single primary counsel reimburse any Indemnified Person for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented any legal or other out-of-pocket expenses incurred in com1ection with investigating, defending or preparing to defend any such action, suit, proceeding (including Other Taxesincluding, without limitation, any inquiry or investigation) incurred by the Agentsor claim (whether or not any Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, the L/C Issuers Borrower shall not be obligated to indemnity pursuant to this paragraph any Indemnified Person against any loss, claim, damage, expense or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely liability to the extent it resulted from the Borrowers have consented to the retention gross negligence or wilful misconduct of such person).Indemnified Person as finally determined by a court of competent jurisdiction. The indemnities granted under this Agreement shall survive any termination of the Loan. Dated as of the 30day of September, 2021 SENTIENT EXECUTIVE XX XX LIMITED FOR SENTIENT GLOBAL RESOURCES FUND IV LP By: /s/ Xxxxxxx Xx Xxxxx Xxxxxxx Xx Xxxxx, Director Authorized Signing Officer BRAZIL POTASH CORP. By: /s/ Xxxx Xxxxxxx Authorized Signing Officer

Expenses; Indemnity. (a) The Each Borrower jointly and severally with the other Borrowers agree agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable costs and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentAgents, the Collateral Agent Required Lenders and the Arrangers Lenders in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or Agents, the Collateral Agent Required Lenders and the Lenders in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination, reasonable fees, disbursements and the charges for counsel (including in each jurisdiction where Collateral is located), and search, filing and recording fees associated therewith and in connection the Cases) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iiTransactions hereby contemplated shall be consummated) all reasonable and documented out-of-pocket expenses (including Other Taxes) or incurred by the Agents, the L/C Issuers Required Lenders or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenseseach case, to the reasonable feesincluding, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessarywithout limitation, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory Xxxxx Xxxx & Xxxxxxxx LLP (counsel for all such personsthe Required Lenders), taken as a whole Morris, Nichols, Arsht & Xxxxxxx LLP (Delaware counsel for the Required Lenders) and any other professional advisors retained by any Agent, the Required Lenders, any Lender or any of the foregoing law firms, and, in connection with any such enforcement or protection, the event reasonable fees, charges and disbursements of any actual or perceived conflict of interest where such person affected by such conflict informs other counsel, including the Borrowers of such conflict reasonable fees, charges and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm disbursements of counsel for the Agents, the Required Lenders and each group Lender. Notwithstanding anything to the contrary, all such costs, fees, expenses, charges and disbursements under this clause (a) shall be due and payable by the Borrowers on: (i) the date of similarly situated persons) and entry of the Interim DIP Order; (ii) the date of entry of the Final DIP Order; (iii) the date of payment in full in cash of the case Obligations under the Loan Documents (other than contingent indemnification obligations as to which no claim has been asserted); (iv) the date of fees or expenses Consummation of any other advisor or consultanta Chapter 11 Plan; and (v) otherwise, solely within seven (7) Business Days after delivery of an invoice therefor to the extent the Borrowers have consented to the retention of such person)Administrative Borrower.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), Parent Borrower shall pay (i) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agenteach Arranger, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of a single primary one firm of counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per in any relevant jurisdiction and/or a single firm of regulatory counsel, in each case, for to all such personsPersons, taken as a whole), and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, one additional local counsel to each similarly situated group of affected Persons, taken as a whole, in each relevant jurisdiction) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Parent Borrower and except as otherwise provided in a separate writing between the Parent Borrower, the relevant Arranger and/or the Administrative Agent) and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the AgentsAdministrative Agent, the L/C Issuers Arrangers, the Issuing Banks or the Lenders or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder respective Affiliates (excluding allocated costs of in-house counsel and but limited, (i) in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of a single primary one firm of counsel for and, if necessary, of one local counsel in any relevant jurisdiction to all such personsPersons, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, the reasonable fees, charges and disbursements of one additional local counsel in to each appropriate jurisdiction and/or regulatory counsel for all such personssimilarly situated group of affected Persons, taken as a whole (andwhole, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel each relevant jurisdiction) in connection with the Borrowers’ prior written consent (not to be unreasonably withheld)enforcement, collection or protection of another single firm their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely Credit issued hereunder. Except to the extent required to be paid on the Borrowers have consented to Closing Date, all amounts due under this paragraph (a) shall be payable by the retention Parent Borrower within 30 days of receipt by the Parent Borrower of an invoice setting forth such person).expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request. 179

Expenses; Indemnity. (a) The Borrowers agree to payBorrower and Holdings agree, jointly and severally, within 30 days of written demand therefor (including documentation reasonably supporting such requesti) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (iincluding all Attorney Costs which shall be limited to Lxxxxx & Wxxxxxx LLP (and one local counsel and one specialty counsel in each applicable jurisdiction for each group and, in the event of an actual or potential conflict of interest, one additional counsel of each type for each class of similarly situated parties)) and (ii) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Lenders and the Issuing Banks for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including Other Taxes) all such costs and expenses incurred by during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent Lead Arrangers, the Lenders and the Arrangers, and, if necessary, the reasonable fees, charges Issuing Banks (and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local specialty counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel each type for each group class of similarly situated persons) parties)). The foregoing costs and (ii) in the case of expenses shall include all reasonable search, filing, recording and title insurance charges and fees or related thereto, and other reasonable out-of-pocket expenses of incurred by any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Agent.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by Borrower shall indemnify the Administrative Agent or the Collateral Agent in connection with the administration and each Lender, and each Related Party of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages and liabilities (but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all actual reasonable and documented out-of-pocket expenses fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one (including Other Taxes1) incurred by the Agentslocal counsel in any relevant jurisdiction to all Indemnitees, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement taken as a whole and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) solely in the case of legal fees and expensesan actual or perceived conflict of interest, (x) one (1) additional counsel to the reasonable fees, charges and disbursements of a single primary counsel for all such personsaffected Indemnitees, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of (y) one (1) additional local counsel in each appropriate jurisdiction and/or regulatory counsel for to all such personsaffected Indemnitees, taken as a whole whole, in each relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (andi) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby and/or the enforcement of the Loan Documents, (ii) the use of the proceeds of the Loans, (iii) any actual or alleged Release or presence of Hazardous Materials on, at, under or from any property currently or formerly owned or leased by Holdings, any of its Subsidiaries or any other Loan Party or any Environmental Liability related to Holdings, any of its Subsidiaries or any other Loan Party and/or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by Holdings, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such loss, claim, damage, or liability (i) is determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or such Person’s breach of the Loan Documents or (ii) arises out of any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent or any Lender) that does not involve any act or omission of the Borrower or any of its Affiliates. Each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee for any fees, expenses, or damages to the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof. All amounts due under this paragraph (b) shall be payable by the Borrower within 30 days (x) after receipt by the Borrower of a written demand therefor, in the event case of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) indemnification obligations and (iiy) in the case of fees reimbursement of costs and expenses, after receipt by the Borrower of an invoice setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request. This Section 9.03(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or expenses liabilities in respect of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)a non-Tax claim.

Expenses; Indemnity. (a) The Borrowers agree to payBorrower and Holdings agree, jointly and severally, within 30 days of written demand therefor (including documentation reasonably supporting such requesti) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (iincluding all Attorney Costs which shall be limited to Lxxxxx & Wxxxxxx LLP (and one local counsel and one specialty counsel in each applicable jurisdiction for each group and, in the event of an actual or potential conflict of interest, one additional counsel of each type for each class of similarly situated parties)) and (ii) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Lenders and the Issuing Banks for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including Other Taxes) all such costs and expenses incurred by during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers, the Lenders and the Arrangers Issuing Banks (and one local counsel and one specialty counsel in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedeach applicable jurisdiction for each group and, in the case event of legal fees any conflict of interest, one additional counsel of each type for each class of similarly situated parties)). The foregoing costs and expensesexpenses shall include all reasonable search, to the reasonable feesfiling, recording and title insurance charges and disbursements of a single primary counsel for fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. (b) Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall, jointly and severally, indemnify and hold harmless the Administrative Agent, the Collateral Agent Agent, each Lender, the Issuing Banks, the Lead Arrangers, and their respective Affiliates and Controlling Persons and respective successors and assigns, and the Arrangersdirectors, officers, employees, shareholders, partners, agents, advisers, trustees and other representatives of each of the foregoing (collectively the “Indemnitees”) from and against any and all losses, damages, claims, liabilities and expenses (including Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Lead Arrangers and the Lenders and the Issuing Banks (and, if reasonably necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local specialty counsel in each appropriate applicable jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived potential conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld)interest, of another single firm of one additional counsel for each group class of similarly situated personsparties)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of 188 the Transactions or the other transactions contemplated thereby, (ii) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of an Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, damages, claims, liabilities and expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Loan Documents by such Indemnitee or by any Related Indemnified Person (as defined below) of such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among the Indemnitees other than (1) any claim against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent, Arranger or similar role and (2) any claim arising out of any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. In the case of a claim, investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or other Affiliates or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. For the avoidance of doubt, this paragraph shall not apply with respect to Taxes that are the subject of, or excluded from, Section 3.01 or Section 3.04. “Related Indemnified Person” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (3), acting on behalf of or at the instructions of such Indemnitee, Controlling Person or such Controlled Affiliate; provided that each reference to a Controlled Affiliate in this sentence pertains to a Controlled Affiliate involved in the negotiation or syndication of this Agreement and the applicable Class of Loans or Commitments. For the avoidance of doubt, payments under this Section 10.05(b) shall be made to the Administrative Agent for the benefit of the relevant Indemnitee. (c) To the extent that any Loan Party fails to pay any amount required to be paid by them to the Administrative, the Collateral Agent, the Issuing Banks or any Related Party of the foregoing under Section 10.05(a) or (b), each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Banks or such Related Party, as the case may be, such Lxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent or any Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, the Collateral Agent or any Issuing Bank in connection with such capacity. For purposes hereof, a Lxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans and unused Commitments at the time. 189 (d) To the extent permitted by applicable Law, (i) no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and each hereby waives, any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the case Transactions or any Loan or the use of fees the proceeds thereof (whether before or expenses after the Closing Date); provided, that this sentence shall not limit the indemnification obligations of any other advisor or consultant, solely Loan Party to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the Borrowers have consented applicable Indemnitee is entitled to indemnification in accordance with Section 10.05. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the retention expiration of such person)the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 10.05 shall be payable within 10 Business Days after written demand therefor. Section 10.06.

Expenses; Indemnity. (a) The Each of the Borrowers agree agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Syndication Agent, the Collateral Agent Swingline Lender, each Issuing Bank and the Arrangers Lenders, as the case may be, in connection with (i) the preparation syndication of the credit facilities established by this Agreement and the preparation, execution and delivery of this Agreement and the other Loan Documents, Credit Documents (whether or by not the Administrative Agent transactions hereby or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a wholethereby contemplated shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agentsmaking of the Loans hereunder, the L/C Issuers issuance, amendment, renewal or extension of any Letter of Credit or any Lender in connection with demand for payment thereunder, the enforcement of the rights of the Lenders, the Issuing Banks or protection of their rights the Agents in connection with this Agreement and the other Loan Credit Documents and the protection of the rights of the Lenders thereunder, including in any workouts or similar negotiations, (iii) any action which may be instituted by any person against the Lenders, the Issuing Banks or the Agents in respect of the foregoing or as a result of any transaction, action or nonaction arising from the foregoing and (iv) the preparation of any amendments to or waivers of this Agreement and the other Credit Documents, including, in the case of (i), (ii), (iii) and (iv) above, the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP and Allens Xxxxxx Xxxxxxxx, counsel for the Agents, and, in the case of (iii) above, separate counsel for each Lender, each Issuing Bank and each Agent which, based on the opinion of its counsel, has legal defenses available to it which are different from or in addition to those available to another Lender, another Issuing Bank or another Agent; provided, however, that in no event shall the Borrowers be liable for such fees, disbursements or other charges of more than one counsel for all similarly situated Lenders, Issuing Banks or Agents. Each of the Borrowers agrees to pay all reasonable out-of-pocket costs and expenses (including reasonable counsel fees, charges and expenses, which shall include the reasonable and non-duplicative allocated costs of internal counsel) and liabilities, including those resulting from any litigation or other proceedings (regardless of whether any such person is a party thereto or whether a third party or a Borrower brings such litigation), incurred by any Lender or Agent, the Syndication Agent, the Swingline Lender or any Issuing Bank in connection with the enforcement of its rights under this Agreement or any other Credit Document or with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where thereunder; provided that no such person affected by such conflict informs will be indemnified for its gross negligence or willful misconduct or the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention breach of such person)’s agreements set forth in the Credit Documents. The obligations of the Borrowers under this Section shall survive the termination of this Agreement or any other Credit Document and/or the payment of the Loans.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in whether or not the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, Agent or the Collateral Agent in connection with the enforcement or protection of its rights under this Agreement and the Arrangersother Loan Documents or in connection with the Term Loans made hereunder, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and including (iii) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Credit Facilities, the preparation, negotiation, execution, delivery and administration of the Loan Documents and the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents (whether or not any such amendment, waiver, supplement or modification becomes effective) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including Other Taxes) incurred the reasonable fees, disbursements and other charges of Cxxxxx Xxxxxx & Rxxxxxx llp and one counsel in each relevant local jurisdiction and one counsel in each relevant specialty area to the extent deemed reasonably necessary by the Agents, the L/C Issuers or any Lender Administrative Agent and (ii) in connection with the enforcement or protection of their the rights in connection with of any Lender, Joint Lead Arranger, the Administrative Agent and the Collateral Agent under this Agreement and the other Loan Documents, Documents or in connection with any refinancing or restructuring of the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) credit arrangements provided under this Agreement in the case of legal fees and expenses, to the reasonable fees, charges and disbursements nature of a single primary counsel for all such persons, taken as a whole, and, if necessary, “work-out” or pursuant to any insolvency or bankruptcy proceedings the reasonable fees, charges and disbursements of one local New York counsel (and counsel in each appropriate jurisdiction and/or regulatory other relevant local jurisdiction) for the Administrative Agent and Collateral Agent and one other New York counsel for (and counsel in each other relevant local jurisdiction) to all such personsLenders, taken as a whole (and, in the case of the Lenders, additional counsel in the event of any actual or perceived a conflict of interest where such person to all affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)parties.

Expenses; Indemnity. (a) Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of the Administrative Agent, Collateral Agent or Required Lenders, shall be at the expense of such Loan Party, and none of the Administrative Agent, Collateral Agent or any other Secured Party shall be required under any Loan Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor except as expressly provided therein. The Borrowers agree Borrower agrees to paypay from time to time, within 30 days upon presentation of written demand therefor (including documentation a reasonably supporting such request)detailed statement, (i1) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by HFS, the Administrative Agent, Agent and the Collateral Agent (including, but not limited to, the reasonable and documented costs of consultants, professionals and one primary external legal counsel, one regulatory counsel and one local counsel in each jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each applicable jurisdiction to each affected group similarly situated taken as a whole, to HFS, the Administrative Agent and the Arrangers Collateral Agent) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents, Documents or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not the transactions hereby or thereby contemplated shall be consummated) and (2) incurred by HFS, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents, Documents or in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in the case of legal fees and expenses, to including the reasonable and documented fees, charges and disbursements of a single primary McGuireWoods LLP, counsel for all such persons, taken as a wholethe Administrative Agent and the Collateral Agent, and, if necessaryin connection with any such enforcement or protection, the reasonable fees, charges and disbursements of one firm of local counsel in each appropriate relevant jurisdiction and/or and one firm of regulatory counsel, in each case, for the Agents and one firm of local counsel in each relevant jurisdiction and one firm of regulatory counsel, in each case, for all such persons, taken the Lenders (as a whole (group), and, in the event case of any actual or perceived a conflict of interest where such person affected by such conflict informs the Borrowers of such conflict interest, one additional separate counsel, regulatory counsel and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld)local counsel, of another single firm of counsel as applicable, for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultantaffected parties, solely after notice to the extent the Borrowers have consented to the retention of such person)Borrower.

Expenses; Indemnity. (a) The Borrowers agree Each Loan Party agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentAgent and, with respect to clause (y)(B) below, the Collateral Agent and the Arrangers Joint Lead Arrangers, in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral Agent examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the opening and maintaining of a Dominion Account or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limitedwhether or not the Transactions hereby contemplated shall be consummated), in the case of legal fees and expenses, to including the reasonable and documented fees, out-of-pocket charges and disbursements of (x) a single primary financial advisor for the Lenders (which shall, except when Excess Availability is less than or equal to $40.0 million or if an Event of Default is continuing, be engaged solely to (i) review the 13-Week Forecast and related variance reports and have a weekly call with the Borrower’s financial or restructuring advisor to discuss cash flow and Borrowing Base topics, and (ii) review, once a month, transactions under the Shared Services Agreement and other intercompany transactions relating to the Borrower’s compliance with this Agreement in a reasonable scope agreed to by the Borrower), and (y) (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable and documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction and/or a single firm jurisdiction, and (B) one separate counsel for one or more of regulatory the Joint Lead Arrangers, subject to an aggregate cap of $50,000 for such counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limitedhereunder, (i) in including the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges Administrative Agent (including any special and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such personcounsel).

Expenses; Indemnity. The Borrower will (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesincluding, without limitation, all costs of electronic or internet distribution of any information hereunder) incurred by of the Administrative Agent, the Collateral Agent and the Arrangers in connection with (i) the preparation preparation, execution and delivery of this Agreement and the each other Loan DocumentsDocument, whenever the same shall be executed and delivered, including, without limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Collateral Agent in connection with the administration of Lenders relating to this Agreement and or any amendmentsother Loan Document, modifications or waivers of the provisions hereof or thereof (limitedincluding, in the case of legal without limitation, reasonable fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iib) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) of the Administrative Agent and each Lender actually incurred by the Agents, the L/C Issuers or any Lender in connection with the administration and enforcement or protection of their any rights in connection with this Agreement and remedies of the other Loan DocumentsAdministrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Loans made Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the Letters enforcement of Credit issued the Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (excluding allocated c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs of in-house counsel and limited, (i) in the case of legal fees and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely except to the extent that any of the Borrowers have consented to foregoing directly result from the retention gross negligence or willful misconduct of such person)the party seeking indemnification therefor.

Expenses; Indemnity. Whether or not the transactions contemplated by any of the Operative Documents shall be consummated, the Issuers will pay or cause to be paid (aor reimbursed, as the case may be) The Borrowers agree to payand will defend, within 30 days indemnify and hold you (and each other holder of written demand therefor any of the Securities) and each of your (including documentation reasonably supporting and such request)other holder's) directors, officers, employees, agents, advisors and Affiliates (ieach, an "Indemnitee") harmless (on an after tax basis) in respect of all reasonable and documented out-of-pocket costs, losses, expenses (including Other Taxesincluding, without limitation, the reasonable fees, costs, expenses and disbursements of one counsel for all of the Indemnitees) and damages (collectively, "Indemnified Costs") incurred by the Administrative Agent, the Collateral Agent and the Arrangers or asserted against any Indemnitee in connection with the preparation negotiation, execution, delivery, performance and/or enforcement of this Agreement or any of the other Operative Documents (including, without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereby and thereby or which may otherwise be related in any way to this Agreement or any other Operative Documents or such transactions or such Indemnitee's relationship to the Holding Company or any of its Affiliates or any of its properties and assets, including, without limitation, any and all Indemnified Costs related in any way to the requirements of any Environmental Laws (as the same may be amended, modified or supplemented from time to time) or to any environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and sampling, whether or not consented to, or requested or approved by, any Indemnitee, and whether or not such Indemnified Cost is attributable to an event or condition originating from any properties or assets of the Holding Company or any of its Subsidiaries or any other properties previously or hereafter owned, leased, occupied or operated by the Holding Company or any of its Subsidiaries. Notwithstanding the foregoing, (a) the Holding Company shall not have any obligation to an Indemnitee under this section 20 with respect to any Indemnified Cost to the extent such Indemnified Cost arises solely as a result of the gross negligence, willful misconduct or bad faith of such Indemnitee and (b) the Holding Company shall not be liable with respect to the fees, costs, expenses and disbursements of your counsel if the sale and purchase of the Securities pursuant to this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, Securities Purchase Agreements is not consummated due to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all your investment committee's failure to approve such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)transaction.

Expenses; Indemnity. (a) The Borrowers agree Borrower agrees to pay, within 30 days of from time to time promptly following written demand therefor (including including, if requested, documentation reasonably supporting such request), (i) all reasonable and documented out-of-pocket costs and expenses (including Other Taxesxi) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative AgentSwingline Lender, the Collateral Agent and Agent, any Issuing Bank or the Arrangers, and, if necessary, Joint Book Running Managers (including the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses fees, charges and disbursements of one primary firm of counsel to the Administrative Agent, the Collateral Agent, the initial Issuing Bank and the Joint Book Running Managers, taken as a whole, namely Milbank, Tweed, Xxxxxx and XxXxxx LLP, and, one firm of local counsel per relevant jurisdiction (including Other Taxesand, in the case of a conflict of interest, one additional firm of counsel to each group of similarly affected parties, taken as a whole)) in connection with the syndication of the credit facilities provided for herein and the (x) preparation, negotiation, execution and delivery and (y) performance and administration (provided that, except with respect to actions or activities undertaken at the request of Holdings or any Subsidiary (or their counsel) or in connection with the creation, perfection, priority, continuation, protection or preservation of the Liens purported or required to be created under any Security Document, the Administrative Agent shall request the approval of Holdings as to the incurrence of additional fees of such counsel in excess of $30,000 in any calendar year commencing on or after the date on which the Loan Parties shall have satisfied (or the Administrative Agent or the Lenders shall have waived such satisfaction in accordance with this Agreement) the requirements of Section 5.17, the Administrative Agent shall request the approval of Holdings as to the incurrence of any additional fees of such counsel to the extent the Administrative Agent or the Collateral Agent intends to seek reimbursement of such fees under this Section 9.05(a)), in each -157- case of this Agreement and the other Loan Documents (including, for the avoidance of doubt, any registrations and recordations of the Security Documents or Liens created thereby to the extent contemplated by the Loan Documents) or in connection with any Loans made or Letters of Credit issued hereunder or in connection with any amendments, supplements, modifications or waivers of or to the provisions hereof or thereof (whether or not the transactions thereby contemplated shall be consummated), in each case from time to time, and (ii) incurred by the AgentsAdministrative Agent, the L/C Issuers Swingline Lender, the Collateral Agent, the Joint Book Running Managers, the Senior Co-Manager, any Issuing Bank or any Lender (including the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel) in connection with the enforcement or protection of their its rights in connection with this Agreement and Agreement, the other Loan Documents, in connection with the Documents or any Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)hereunder.

Expenses; Indemnity. The Borrower will (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) pay all reasonable and documented out-of-pocket expenses (including Other Taxesincluding, without limitation, all costs of electronic or internet distribution of any information hereunder) incurred by of the Administrative Agent, the Collateral Agent and the Arrangers in connection with (i) the preparation preparation, execution and delivery of this Agreement and the each other Loan DocumentsDocument, whenever the same shall be executed and delivered, including, without limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Collateral Agent in connection with the administration of Lenders relating to this Agreement and or any amendmentsother Loan Document, modifications or waivers of the provisions hereof or thereof (limitedincluding, in the case of legal without limitation, reasonable fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (iib) pay all reasonable and documented out-of-pocket expenses (including Other Taxes) of the Administrative Agent and each Lender actually incurred by the Agents, the L/C Issuers or any Lender in connection with the administration and enforcement or protection of their any rights in connection with this Agreement and remedies of the other Loan DocumentsAdministrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Loans made Borrower or any Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the Letters enforcement of Credit issued the Guaranty Agreement; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (excluding allocated c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs of in-house counsel and limited, (i) in the case of legal fees and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney's and consultant's fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely except to the extent that any of the Borrowers have consented to foregoing directly result from the retention gross negligence or willful misconduct of such person)the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrowers agree to payBorrower and Holdings agree, within 30 days of written demand therefor (including documentation reasonably supporting such request)jointly and severally, (i) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent (as defined in the Existing Credit Agreement), the Documentation Agent (as defined in the Existing Credit Agreement) and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs which shall be limited to Xxxxx Xxxx & Xxxxxxxx LLP (and one local counsel in each applicable jurisdiction for each group and, in the event of a conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent (as defined in the Existing Credit Agreement), the Documentation Agent (as defined in the Existing Credit Agreement), the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents, the L/C Issuers or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of their any rights in connection with or remedies under this Agreement and or the other Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, in connection with the Loans made or the Letters including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of Credit issued hereunder (excluding allocated costs of in-house one counsel and limited, (i) in the case of legal fees and expenses, to the reasonable feesAdministrative Agent, charges Arrangers and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges Lenders (and disbursements of one local counsel in each appropriate applicable material jurisdiction and/or regulatory counsel for all such persons, taken as a whole (each group and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers interest, one additional counsel of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not each type to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) parties)). The foregoing costs and (ii) in the case of expenses shall include all reasonable search, filing, recording and title insurance charges and fees or related thereto, and other reasonable out-of-pocket expenses of incurred by any other advisor or consultant, solely to the extent the Borrowers have consented to the retention of such person)Agent.

Expenses; Indemnity. (a) The Borrowers agree to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) Borrower shall pay all reasonable and documented legal fees and disbursements and other out-of-of- pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers Lender in connection with the preparation of this Agreement and all ancillary documentation, the other Loan Documentsadministration of the Loan, and enforcement of the Lender’s rights and remedies under or by the Administrative Agent or the Collateral Agent in connection with this Agreement, and any other documentation or actions contemplated thereby. The Borrower agrees to indemnify and hold harmless the administration Lender and each of its directors, officers, employees, attorneys, advisors and affiliates (all such persons and entities being referred to hereafter as “Indemnified Persons”) tram and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever (excluding indirect or consequential damages and claims for lost profits) which may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way related to or resulting from this Agreement and any amendmentsand, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and expensesupon demand, to the reasonable fees, charges pay and disbursements of a single primary counsel reimburse any Indemnified Person for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) all reasonable and documented any legal or other out-of-pocket expenses incurred in com1ection with investigating, defending or preparing to defend any such action, suit, proceeding (including Other Taxesincluding, without limitation, any inquiry or investigation) incurred by the Agentsor claim (whether or not any Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, the L/C Issuers Borrower shall not be obligated to indemnity pursuant to this paragraph any Indemnified Person against any loss, claim, damage, expense or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (excluding allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other advisor or consultant, solely liability to the extent it resulted from the Borrowers have consented to the retention gross negligence or wilful misconduct of such person).Indemnified Person as finally determined by a court of competent jurisdiction. The indemnities granted under this Agreement shall survive any termination of the Loan. Dated as of the 30th day of September, 2021 SENTIENT EXECUTIVE XX XX LIMITED FOR SENTIENT GLOBAL RESOURCES FUND IV LP By: /s/ Xxxxxxx Xx Xxxxx Xxxxxxx Xx Xxxxx, Director Authorized Signing Officer BRAZIL POTASH CORP. By: /s/ Xxxx Xxxxxxx Authorized Signing Officer