Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, includingand, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local one additional counsel in each appropriate jurisdiction) relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for (limited to one counsel to the Administrative Agent Agent, the Issuing Banks and Arrangersthe Lenders, taken as a whole, (and and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local one additional counsel in each appropriate relevant material jurisdiction and and, in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower interest, one additional counsel in each relevant jurisdiction to each group of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personsimilarly situated Persons), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay or reimburse (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Collateral Agent and the Arrangers, Arrangers including the reasonable fees, charges and disbursements of counsel for the Agents (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request), in connection the preparation, execution, delivery and administration of the Loan Documents or any Lenderamendments, includingmodifications or waivers of the provisions thereof (but, without limitationlimited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for to the Administrative Agent and Lead Arrangers, and, if necessary, of one local counsel in any relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Lenders (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, (and, if necessary, of one local counsel to the Administrative Agent and if reasonably necessary (the Lenders taken as determined a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict of interest). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in consultation with its discretion. For the Borrower)avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim. For the avoidance of a single regulatory counsel doubt, the term “Lender” shall, for purposes of this Section 9.03(a) include any Issuing Bank and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansSwingline Lender.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Closing Date occurs, (i) upon presentation of a summary statement, all reasonable and documented out of or invoiced out-of-pocket fees and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agents and their respective Affiliates, including, Affiliates (without limitation, duplication) (provided that (a) legal fees will be limited to the reasonable and documented fees, charges and disbursements and other charges of one (x) Xxxxxx & Xxxxxxx LLP, (y) if necessary, of a single firm of local counsel for to the Administrative Agent, Syndication Agent and ArrangersAgents, taken as a whole, in each relevant material jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and if reasonably necessary (as determined by the Administrative Agent in consultation z) such other counsel retained with the Borrower’s prior written consent) and (b) in the case of any other advisors or consultants, such expense reimbursement obligations shall be limited solely to advisors or consultants approved by the Borrower (such approval not to be unreasonably withheld or delayed)), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) case for the Agents in connection with the structuring, arrangement or syndication of the credit facilities provided for herein, the preparation, execution, delivery and or administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented or invoiced out-of-pocket fees and expenses (subject to the limitations contained in clause (i) of this Section 9.03(a), as applicable, but including, in the case of any actual or perceived conflict of interest, one additional counsel, and, if necessary, one additional local counsel in each relevant material jurisdiction for all such affected Indemnified Persons, taken as a whole) incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any LenderLender (other than a Disqualified Person), including, without limitation, including (subject to the foregoing limitations) the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Agent, the Lead Arrangers, taken as a whole, (the Issuing Banks and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by each Arranger, the Administrative Agent, Syndication Agent, Arrangers Agent and their respective AffiliatesAffiliates (but limited, includingin the case of legal fees and expenses, without limitation, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel for the Administrative Agentto all such persons taken as a whole and, Syndication Agent and Arrangersif necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the credit facilities provided for hereinCredit Facilities, the preparation, execution, delivery and administration of this Agreementthe Loan Documents and related documentation, any other Loan Document or including in connection with any amendments, modifications or waivers of the provisions hereof or thereof of any Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), but only to the extent such amendments, modifications or waivers were requested by the Borrower Representative to be prepared) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Arrangers, Arrangers or any the Swingline Lender, includingthe Issuing Banks or the Lenders and each of their respective Affiliates (but limited, without limitationin the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel for the Administrative Agent and Arrangersto all such persons taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction to such persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), ) in connection with the enforcement enforcement, collection or protection of its each of their rights in connection with this Agreement or any other the Loan DocumentDocuments, including its each of their rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Other than to the extent required to be paid on the Closing Date, including all amounts due under this paragraph (a) shall be payable by the Borrowers within 30 days of written demand therefor together with backup documentation supporting such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansreimbursement requests.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Arrangers and the Administrative Agent, Syndication Agent and Arrangerscollectively (and, taken as a wholeif necessary, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate jurisdiction) applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (and, if necessary, one local counsel in each appropriate jurisdiction applicable jurisdiction, regulatory counsel and one additional counsel for each party in the case event of an actual or potential a conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personinterest), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent Arrangers and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)(and, of a single regulatory counsel and a single if necessary, one local counsel in each appropriate jurisdiction) applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (and, if necessary, one local counsel in each appropriate applicable jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own regulatory counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay or reimburse (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, the reasonable and documented fees, charges and disbursements of any counsel and other charges of one firm of counsel outside consultants for the Administrative Agent, Syndication Agent the reasonable travel, photocopy, mailing, courier, telephone and Arrangersother similar expenses, taken as a wholeand the cost of environmental audits and surveys and appraisals, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, any Agreement and the other Loan Document or Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided, however, that in the case of legal fees and expenses, such payment or reimbursement shall be limited to the reasonable fees and expenses of one counsel to the Administrative Agent (and, if reasonably necessary, to one local counsel in any relevant jurisdiction to the Administrative Agent), (ii) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for to the Administrative Agent and Arrangers(and, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single to one local counsel in each appropriate any relevant jurisdiction and in the case of an actual or potential conflict of interest where to the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personAgent), in connection with the enforcement or protection of its rights or remedies in connection with this Agreement or any other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made hereunder, including including, without limitation, all such out-of of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Lead Arranger and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory outside counsel and a single one local counsel in each appropriate jurisdictionrelevant jurisdiction for the Administrative Agent and Lead Arranger (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, (x) one firm of local counsel in each relevant jurisdiction and (y) any special or regulatory counsel) and any other counsel retained with the Borrower’s consent, such consent not to be unreasonably withheld or delayed), in connection with the syndication and distribution (including via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication AgentSwingline Lenders, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any outside counsel for the Administrative Agent and ArrangersAgent, taken as a wholeSwingline Lenders, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgents, Syndication Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken internet or through a service such as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictionIntraLinks) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication the Collateral Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and of any counsel (other charges of one firm of counsel than in-house counsel) for the Administrative Agent and ArrangersAgent, taken as a wholethe Collateral Agent, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Notwithstanding the foregoing, in no event shall Holdings or the Borrowers be required to reimburse the Lenders for more than one counsel to the Agents and the Lenders taken as a whole (and up to one local counsel in each applicable jurisdiction and regulatory counsel, and solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole); provided, that same shall be limited to (A) one counsel to the Administrative Agent, the Collateral Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel and (C) if representation of the Administrative Agent, the Collateral Agent and/or all Lenders in such matter by a single counsel would be inappropriate as determined by the Administrative Agent, the Collateral Agent and/or all Lenders due to the existence of an actual or potential conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent and for each Lender subject to such conflict.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary external counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that, for purposes of this clause (iii), the Borrower shall only be required to pay the fees, disbursements and other charges of one primary external counsel for the Administrative Agent and all Lenders and, if reasonably necessary, a single local counsel for the Administrative Agent and all Lenders in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest between the Administrative Agent and the Lenders where the Lenders affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and one additional local counsel in each relevant jurisdiction to each group of similarly situated affected Lenders).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for the Administrative Agentand, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel one special and a single one local counsel in each appropriate jurisdiction) jurisdiction for the Administrative Agent and such Affiliates (in each case, excluding allocated costs of in-house counsel), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, execution, delivery the preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent or, Syndication Agentafter the occurrence and during the continuance of any Event of Default, Arrangers or any Lender, including, without limitation, including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans (but limited to one counsel for the Administrative Agent, the Collateral Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-house counsel)).

Expenses Indemnity Damage Waiver. (a) The Each of Holdings and the Lead Borrower shall agrees to pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and the Arrangers, taken as a whole, (and and, if reasonably necessary (as determined by necessary, one local counsel to the Administrative Agent in consultation with and the Borrower)Arrangers, of taken as a single regulatory counsel and a single local counsel whole, in each appropriate jurisdiction) jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Persons, taken as a whole, in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Swingline Lender, Arrangers or any LenderIssuing Bank and the Lenders, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangersall the Lenders, taken as a whole, (and and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)required, of a single regulatory counsel and a single one local counsel to all such Persons as necessary in each appropriate jurisdiction and and, solely in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such the affected person)Persons, taken as a whole, in each case, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit if a Default has occurred and is continuing.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and the Arrangers, Syndication Agentlimited, Arrangers and their respective Affiliatesin the case of legal fees, including, without limitation, to the reasonable and documented fees, disbursements charges and other charges disbursement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and one firm local counsel as reasonably necessary in any jurisdiction relevant to the interests of counsel for the Administrative Agent, Syndication Agent and Arrangers, Lenders taken as a whole, whole (and in the case of an actual or perceived conflict of interest, one additional counsel and (if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single necessary) one local counsel in each appropriate jurisdiction) relevant jurisdiction to the affected Indemnitees similarly situated), including the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, any Agreement and the other Loan Document or Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), all reasonable and (ii) documented costs, expenses, Taxes, assessments and other charges incurred by any Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, all reasonable and documented out-of-pocket expenses incurred by the Administrative Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, all reasonable and documented out-of-pocket expenses incurred by any Agent or the Issuing Bank or, during the continuance of any Event of Default, by any Lender, including the fees, charges and disbursements of any counsel for any Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective Affiliates, including, without limitation, its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, Lender (including the fees, charges and disbursements and other charges of one firm of primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent Agent, the Issuing Banks and Arrangersthe Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential perceived conflict of interest where interest, one or more additional counsel of the Administrative Agent or any Arranger affected by such conflict informs the Borrower applicable type for each group of such conflict and thereafter retains its own counselLenders similarly situated, of another firm of counsel for such affected person), taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, (i) all reasonable reasonable, documented and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Arrangers and their respective Affiliates (without duplication), Arrangers or any Lender, including, without limitation, including the fees, reasonable fees and documented charges and disbursements of a single primary counsel and other charges of one firm of counsel for to the Administrative Agent and Arrangers, taken as a whole, (and if extent reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be necessary, of a single regulatory counsel and a single one local counsel in each appropriate jurisdiction jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the case credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of an actual this Agreement, the other Loan Documents or potential conflict any waiver, amendments or modifications of interest where the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank, any Lender or any Arranger affected by such conflict informs Arranger, including the Borrower of such conflict reasonable, documented and thereafter retains its own counselinvoiced fees, of another firm charges and disbursements of counsel for such affected person)any of the foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Lead Arrangers and each of their respective Affiliates, includinglimited, without limitation, in the reasonable and documented case of fees, disbursements and other charges of counsel, to the reasonable fees, charges and disbursements of one law firm of acting as primary counsel and any additional special counsel for the Administrative Agent, Syndication Agent and the Lead Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel for the Administrative Agent and the Lead Arrangers, taken as a whole, in each appropriate jurisdiction) relevant jurisdiction material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions), in connection with the syndication of the credit facilities provided for herein, the negotiation, preparation, execution, delivery and administration of this Agreement, Agreement and the other Credit Documents and any other Loan Document documents prepared in connection herewith or therewith, or any amendments, supplements, modifications or waivers of the provisions hereof or thereof (in each case, whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any Lender, includingincluding the reasonable and documented fees, without limitationcharges and disbursements of one law firm acting as primary counsel and any additional special counsel for the Administrative Agent and the Lenders taken as a whole, a single local counsel acting as counsel for the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) and, solely in the event of a conflict of interest, whether actual or potential, the reasonable and documented fees, disbursements and other charges of one firm of additional counsel for each Lender subject to such conflict and, to the Administrative Agent and Arrangersextent necessary, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel and/or special counsel for each Lender subject to such conflict in each appropriate jurisdiction and in material to the case interests of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by each such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) any charges of IntraLinks/IntraAgency or other relevant website or CUSIP charges.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced out of pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective Affiliates, including, its Affiliates (without limitationduplication), the Lead Arrangers, the Swingline Lender and each Issuing Bank including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for to the Administrative Agent, Syndication Agent and the Lead Arrangers, the Swingline Lender and each Issuing Bank and to the extent reasonably deemed necessary by the Administrative Agent, one local counsel in each relevant jurisdiction and, in the case of any conflict of interest (as reasonably determined by the Administrative Agent, Issuing Bank, Swingline Lender or Lead Arrangers subject to such conflict), one additional counsel in each relevant jurisdiction to each group of affected persons similarly situated taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented or invoiced out of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Lead Arrangers, Arrangers or any each Issuing Bank, the Swingline Lender and each Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, the Issuing Banks, the Lenders, the Swingline Lender and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), Lead Arrangers in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, includingincluding expenses incurred in connection with due diligence, without limitation, syndication and travel and the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative AgentCravath, Syndication Agent and ArrangersSwaine & Xxxxx LLP and, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single firm of local counsel in each appropriate jurisdictionrelevant foreign jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one a single firm of counsel for the Administrative Agent and Arrangersforegoing and, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single firm of local counsel in each appropriate relevant foreign jurisdiction and (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing and, in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personPerson (and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction (which may be include a single firm of special counsel acting in multiple jurisdictions) for such affected Person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses actually incurred by the Administrative Agent, Syndication Agent, Arrangers Agents and their respective Affiliates, Affiliates in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken internet or through a service such as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictionIntralinks) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, for the purposes of this clause (i), the Borrower shall only be required to pay the actual reasonable and documented fees, charges and disbursements of one primary external counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Agents and their Affiliates, taken as a whole, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and Arrangersany Agent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that, for purposes of this clause (iii), the Borrower shall only be required to pay the fees, disbursements and other charges of one primary external counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, and, if reasonably necessary, a single local counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest among the Agents, the Issuing Banks and the Lenders where the Persons affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and one additional local counsel in each relevant jurisdiction to each group of similarly situated affected Persons, taken as a whole.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective Affiliates, including, without limitation, its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, Lender (including the fees, charges and disbursements and other charges of one firm of primary counsel and one local counsel in each specialty or relevant jurisdiction for the Administrative Agent Agent, the Issuing Banks and Arrangersthe Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential perceived conflict of interest where interest, one or more additional counsel of the Administrative Agent or any Arranger affected by such conflict informs the Borrower applicable type for each group of such conflict and thereafter retains its own counselLenders similarly situated, of another firm of counsel for such affected person), taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan Document111 Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a0) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative AgentAgent (limited to one primary counsel, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate reasonably necessary jurisdiction) , one specialty counsel in each reasonably necessary specialty area, and one or more additional counsel if one or more actual conflicts of interest arise), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a wholethe Issuing Bank or any Lender (limited to one primary counsel, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate jurisdiction reasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and in the case of an one or more additional counsel if one or more actual or potential conflict conflicts of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personarise), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Lead Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and Lead Arranger (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) and any other counsel retained with the Borrower’s consent), in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictioninternet or through an Electronic System) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory outside counsel and a single one local counsel in each appropriate relevant jurisdiction and for all of the foregoing (and, solely in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another one additional counsel (and, if reasonably necessary, one firm of local counsel for such affected personin each relevant jurisdiction)), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including due diligence expenses, syndication expenses, electronic distribution expenses, consultant’s fees and expenses, travel expenses (to the extent consistent with the Company’s travel policy guidelines), and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and the Arrangers (and if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for each group of similarly situated Indemnitees), in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken internet or through a service such as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictionIntraLinks) in connection with the syndication of the credit facilities facility provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of outside counsel for the Administrative Agent, Syndication Agent and the Arrangers, taken as a whole, (and in each relevant jurisdiction and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single local and regulatory counsel for the Administrative Agent and the Arrangers, taken as a whole, in each relevant jurisdiction (which may include a single local special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict notifies the other of the existence of such conflict and thereafter retains its own counsel, those of one additional firm of counsel for each appropriate jurisdiction) such affected party and all other parties similarly situated)), in connection with the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, any Agreement and the other Loan Document Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any Lender, including, without limitation, Lender (including the reasonable and documented out-of-pocket fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personLender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement or any and the other Loan DocumentCredit Documents, including its rights under this SectionSection 10.1, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and (iii) any civil penalty or fine assessed by OFAC against, and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers, the Documentation Agents, the Syndication Agent, Arrangers Agent and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and Lead Arrangers (and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) and any other counsel retained with the Borrower’s consent), in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictioninternet or through an Electronic System) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory outside counsel and a single one local counsel in each appropriate relevant jurisdiction and for all of the foregoing (and, solely in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another one additional counsel (and, if reasonably necessary, one firm of local counsel for such affected personin each relevant jurisdiction)), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Administrative Agent, the Collateral Trustee, the Lead Arranger or the Lenders, as applicable, for paying, (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Collateral Trustee, Arrangers the Lead Arranger and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of Special Counsel, any FCC counsel for the Administrative Agentor local counsel, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration preparation of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by the Collateral Trustee which the Collateral Trustee may incur in connection with (x) the administration of this Agreement and the Collateral Agreements, or (y) the custody or preservation of, the sale of , collection from, or other realization upon, any of the Collateral, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Collateral Trustee, Arrangers the Issuing Lender, the Lead Arranger or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a wholeCollateral Trustee, (and if reasonably necessary (as determined by the Administrative Agent in consultation with Issuing Lender, the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent Lead Arranger or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any and the other Loan DocumentDocuments, including its rights under this SectionSection 11.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during in connection with any insolvency proceeding, workout, restructuring or negotiations in respect thereof, and (v) all Other Taxes levied by any Governmental Authority in respect of such Loansthis Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Collateral Agreement or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel and any other counsel for any of the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation foregoing retained with the U.S. Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers or any LenderIssuing Bank and the Lenders, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one counsel for any of the foregoing (and, if necessary, one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and (which may include a single local counsel acting in multiple jurisdictions)) (and, in the case of an actual or potential perceived conflict of interest interest, where the Administrative Agent or any Arranger Person affected by such conflict informs the Borrower Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected personPersons), in connection with the enforcement or protection of its their rights in connection with this Agreement or any other the Loan DocumentDocuments, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. All amounts payable under this Section 9.03(a) shall be paid within ten Business Days after receipt by the Borrower Representative of an invoice relating thereto setting forth such amounts in reasonable detail.

Expenses Indemnity Damage Waiver. (a) The U.S. Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective AffiliatesAffiliates (limited, includingin the case of legal expenses, without limitation, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent Arrangers and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)and their Affiliates (and, of a single regulatory counsel and a single if necessary, one local counsel in each appropriate jurisdiction) applicable jurisdiction and any reasonably necessary regulatory counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any LenderLender (limited, includingin the case of legal expenses, without limitation, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (and, if necessary, one local counsel in each appropriate jurisdiction applicable jurisdiction, any reasonably necessary regulatory counsel and one additional counsel for each group of similarly affected Persons in the case event of an actual or potential a conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personinterest)), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all legal, printing, recording, syndication, travel, advertising and other reasonable and documented out of substantiated out-of-pocket expenses incurred by the Administrative AgentAgent and the Arrangers, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented substantiated fees, charges and disbursements and other charges of one firm of (1) outside counsel and applicable local counsel for the Administrative Agent, Syndication Agent and the Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any the Loan Documents and each other document or instrument relevant to this Agreement or the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) the filing, recording, refiling or rerecording of the Mortgages, the Guaranty and Collateral Agreements and any other Security Instruments and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of the Mortgages, the Guaranty and Collateral Agreements and any other Security Instruments, and (iv) all reasonable 103 and substantiated out-of-pocket expenses incurred by the Administrative AgentAgents, Syndication Agent, Arrangers L/C Issuer or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgents, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent L/C Issuer or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselLender, of another firm of counsel for such affected person), reasonably incurred in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and substantiated out-of of-pocket expenses reasonably incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The If the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication the Collateral Agent, the Arrangers and their respective AffiliatesAffiliates (in the case of legal fees, including, without limitation, limited to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent the Collateral Agent, the Arrangers and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrowertheir respective Affiliates), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the preparationAdministrative Agent and its Affiliates (in the case of legal fees, executionlimited to the reasonable fees, delivery charges and disbursements of a single counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in connection with the preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof thereof, (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iiiii) all reasonable and documented out-of-pocket costs and expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Banks or any Lender, including, without limitation, Lender (in the case of legal fees, limited to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single primary counsel for the Administrative Agent Agent, the Issuing Banks and Arrangersthe Lenders, taken along with such specialist counsel as a whole, (and if may reasonably necessary (as determined be required by the Administrative Agent in consultation with Agent, the Borrower)Issuing Banks or the Required Lenders, and of a single regulatory counsel and a single firm of local counsel in each appropriate material jurisdiction and (and, in the case event of an actual or potential a conflict of interest where (as reasonably determined by the applicable Administrative Agent Agent, Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselLender), of another one additional firm of counsel for such to each group of similarly affected personparties)), in connection with the enforcement or protection of its their respective rights in connection with this Agreement or any other the Loan DocumentDocuments, including its their respective rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to any Taxes other than Taxes that are costs or expenses associated with a non-Tax cost or expense (e.g. sales Tax).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for the Administrative Agentand, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel one special and a single one local counsel in each appropriate jurisdiction) relevant jurisdiction for the Administrative Agent and such Affiliates (in each case, excluding allocated costs of in-house counsel), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, execution, delivery the preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent or, Syndication Agentafter the occurrence and during the continuance of any Event of Default, Arrangers or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans (but limited to one counsel for the Administrative Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-house counsel)).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates and the Lead Arrangers, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) or in connection with an Incremental Assumption Agreement and the transactions contemplated thereby, but limited in the case of fees and expenses of counsel to reasonable fees, disbursements and other charges of a single counsel to the Administrative Agent and the Lead Arrangers, and, if reasonable necessary, of a single local counsel to the Administrative Agent and the Lead Arrangers in such relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and (ii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any LenderLender or Lead Arranger, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative any Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender or Lead Arranger, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, but limited in the case of fees and expenses of counsel to reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and one counsel to the Lenders taken as whole and, if reasonably necessary, of a single local counsel to the Administrative Agent and a single local counsel to the Lenders in each relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and, in the case of an actual or potential conflict of interest, one additional counsel to the affected persons.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgents, the Lead Arranger, the Co-Arrangers, the Co-Syndication AgentAgents, Arrangers the Documentation Agents and their respective AffiliatesAffiliates (but limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative AgentAgents, Lead Arranger, the Co-Arrangers, the Co-Syndication Agent Agents, the Documentation Agents and Arrangerstheir respective affiliates, taken as a whole, (and and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single one local counsel in each appropriate jurisdictionany material jurisdiction to such Persons taken as a whole) in connection with the preparation, execution and delivery of the Commitment Letter and Fee Letter, the syndication of the credit facilities provided for hereinSenior Facilities, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Lead Arranger, the Co-Arrangers, the Co-Syndication AgentAgents, Arrangers the Documentation Agents, any Issuing Bank or any LenderLender (but limited, includingin the case of legal fees and expenses, without limitation, to the fees, disbursements and other charges of one firm of counsel for the Administrative Agent Agents, Lead Arranger, the Co-Arrangers, the Co-Syndication Agents, the Documentation Agents, Issuing Bank and ArrangersLenders, taken as a whole, (and and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single one local counsel in each appropriate any relevant material jurisdiction and in to such Persons, and, if reasonably necessary, one additional local counsel for all affected persons taken as a whole to the case extent of an any actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), interest) in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Documents;

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket and documented out of pocket expenses incurred by the Administrative Agent, Syndication the Joint Lead Arrangers/Joint Bookrunners, the Sustainable Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable out-of-pocket and documented fees, charges and disbursements and other charges of one firm of outside counsel for the Administrative Agent, Syndication Agent the Joint Lead Arrangers/Joint Bookrunners, the Sustainable Agent, and Arrangerstheir respective Affiliates, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), due diligence expenses and all printing, reproduction, document delivery, travel, Electronic System, and communication costs, (ii) all documented reasonable out-of-pocket and documented expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket and documented expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, includingincluding the fees, without limitationcharges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender (but in each case limited to the fees, disbursements and other charges of one firm of counsel to the Administrative Agent and the Lenders, taken as a whole and, if reasonably necessary, one additional local counsel for the Administrative Agent and Arrangersthe Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction relevant jurisdiction, and in the case of an actual or potential perceived conflict of interest where interest, one additional counsel (and, if applicable, one additional local counsel in each relevant jurisdiction) to the Administrative Agent affected Lender or any Arranger affected by such conflict informs the Borrower of such conflict Lenders similarly situated and thereafter retains its own counsel, of another firm of counsel for such affected persontaken as a whole), during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket and documented expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Lead Arranger and their respective AffiliatesAffiliates (without duplication), including, without limitation, including the reasonable and documented fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP and other charges of one firm of counsel for to the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if extent reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be necessary, of a single regulatory counsel and a single one local counsel in each appropriate jurisdictionapplicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), successful) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made hereunder, including all such out-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay or promptly reimburse (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Lead Arranger and their respective AffiliatesAffiliates (limited, includingin the case of legal costs, without limitation, to the reasonable and documented fees, disbursements and other charges of one firm of primary counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, Lead Arranger collectively (and if including one reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) material jurisdiction for the Administrative Agent and Lead Arranger collectively)), in connection with the syndication of syndication, distribution (including, without limitation, via the credit facilities provided for hereininternet or through an Electronic System or Approved Electronic Platform), the preparation, execution, delivery and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) of the credit facilities provided for herein, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any LenderLender (limited in the case of legal costs, including, without limitation, to the reasonable and documented fees, disbursements and other charges a of one firm of primary counsel for the Administrative Agent and Arrangersto all such persons, taken as a wholecollectively, (and if one reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate material jurisdiction, to all such persons, collectively, and additional counsel in each relevant jurisdiction and (to be shared by similarly situated persons) in light of conflicts of interest for the case Administrative Agent, the Issuing Bank or any Lender) during the existence of an actual or potential conflict Event of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Default, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any and the other Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during the existence of an Event of Default and during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Arranger and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangerseach Arranger, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agenteach Arranger, Arrangers any Issuing Bank or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangerseach Arranger, taken as a whole, whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, the Arrangers, the Syndication Agent, Arrangers Agents and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agentforegoing (and, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, one firm of a single regulatory counsel and a single local counsel in each appropriate jurisdictionrelevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendmentswaiver, modifications amendment or waivers modification of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangersforegoing, taken as a wholewhole (and, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, one firm of a single regulatory counsel and a single local counsel in each appropriate relevant jurisdiction and (which may include a single firm of special counsel acting in multiple jurisdictions) for the foregoing) and, in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personPerson (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent Arrangers and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)(and, of a single regulatory counsel and a single if necessary, one local counsel in each appropriate jurisdiction) applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (and, if necessary, one local counsel in each appropriate applicable jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own regulatory counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Arranger and their respective Affiliates, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent Arranger and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)(and, of a single regulatory counsel and a single if necessary, one local counsel in each appropriate jurisdiction) applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent Agents and Arrangersanother single counsel for all other Lenders (and, taken as a wholeif necessary, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate applicable jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own regulatory counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Syndication Agent, Arrangers the Joint Bookrunners, the Amendment No. 3 Joint Bookrunners and their respective AffiliatesAffiliates (without duplication), including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx llp and, to the extent reasonably determined by the Administrative Agent to be necessary, one firm local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agentthe Lead Arrangers, Arrangers each Issuing Bank, the Swingline Lender, the Lenders and their respective AffiliatesAffiliates (without duplication), including, without limitation, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and other charges of one firm of counsel for to the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if extent reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be necessary, of a single regulatory counsel and a single one local counsel in each appropriate jurisdictionapplicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (which shall be limited, Syndication Agentin the case of legal fees and expenses, Arrangers and their respective Affiliates, including, without limitation, to the reasonable and documented fees, disbursements and other charges of one a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any LenderLender (which shall be limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of one a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent Agent, and Arrangersnot more than a single firm of outside counsel, taken as and a wholesingle firm of local counsel in each applicable jurisdiction, (and if for all of the other Lenders and, in the event of an actual or reasonably necessary perceived conflict of interest (as reasonably determined by the Administrative Agent in consultation with the Borroweror applicable Lender), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another one additional firm of counsel for such each group of similarly affected person), persons) in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Lead Arranger and their respective AffiliatesAffiliates (without duplication), including, without limitation, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and other charges of one firm of counsel for to the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if extent reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be necessary, of a single regulatory counsel and a single one local counsel in each appropriate jurisdictionapplicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of 168 interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed).

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit; provided, that to the extent that the costs and expenses referred to in this Section 9.03(a) consist of fees, costs and expenses of counsel, the Borrower shall be obligated to pay such fees, costs and expenses for only one counsel to Administrative Agent and for only one counsel acting for all Lenders (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Lender(s)) and only one firm of local counsel for Administrative Agent and only one firm of local counsel for Lenders, in each case, as reasonably necessary in each relevant jurisdiction. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements of one primary counsel and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) jurisdiction as the Administrative Agent shall deem advisable in connection with the creation and perfection of the security interests in the Collateral provided under the Loan Documents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Arrangers, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that expenses set forth in this clause (iii) shall be limited to (A) one counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel, (C) additional counsel retained with the Company's consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, one additional counsel for each party subject to such conflict.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay within thirty (30) days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented out of out-of-pocket expenses (including expenses incurred in connection with due diligence) incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective AffiliatesAffiliates (but limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of a single counsel selected by the Administrative Agent for all such Persons, taken as a whole (and, if reasonably necessary, one firm of local counsel for the Administrative Agent, Syndication Agent and Arrangerseach relevant jurisdiction for all such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent may deem appropriate in consultation with the Borrowerits good faith judgment), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses (but not legal fees and expenses) reasonably incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Lender or any LenderLender (but limited, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower legal fees and expenses, and without duplication of such conflict legal fees and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.that are reimbursed pursuant to clause

Expenses Indemnity Damage Waiver. (a) The Borrower LMI shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and and, if necessary, of a single local counsel in each appropriate jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during in regard to any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that LMI shall only be required to pay the reasonable and documented out-of-pocket legal expenses of a single counsel for the Administrative Agent, the Issuing Banks and the Lenders and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such persons (and, in the case of a conflict of interest where the person or persons affected by such conflict informs LMI of such conflict, one additional single counsel for all similarly situated persons).

Expenses Indemnity Damage Waiver. (a) The Each Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Lead Arrangers and each of their respective Affiliates, including, without limitation, including the reasonable and documented fees, disbursements and other charges of counsel (but limited, in the case of legal fees and expenses to the reasonable and documented fees and expenses of one firm of primary counsel for the Administrative Agent, Syndication Agent and Arrangers, all Persons (taken as a whole) and to the extent reasonably necessary, one regulatory and local counsel for all Persons (and if reasonably necessary taken as a whole) in each relevant jurisdiction (as determined by and, solely in the Administrative Agent in consultation with the Borrower), case of a single conflict of interest, one additional counsel and, to the extent reasonably necessary, one regulatory counsel and a single local counsel in each appropriate jurisdictionrelevant jurisdiction to each group of similarly situated Persons actually affected by such conflict taken as a whole)) in connection with the syndication of the credit facilities provided for herein, the negotiation, preparation, execution, delivery and administration of this Agreement, Agreement and the other Credit Documents and any other Loan Document documents prepared in connection herewith or therewith, or any amendments, supplements, modifications or waivers of the provisions hereof or thereof (in each case, whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any Lender, including, without limitation, including the reasonable fees, disbursements and other charges of counsel (but limited, in the case of legal fees and expenses to the reasonable and documented fees and expenses of one firm of primary counsel for the Administrative Agent and Arrangers, all Persons (taken as a whole) and to the extent reasonably necessary, one regulatory and local counsel for all Persons (and if reasonably necessary taken as a whole) in each relevant jurisdiction (as determined by and, solely in the Administrative Agent in consultation with the Borrower), case of a single conflict of interest, one additional counsel and, to the extent reasonably necessary, one regulatory counsel and a single local counsel in each appropriate relevant jurisdiction and in the case to each group of an actual or potential conflict of interest where the Administrative Agent or any Arranger similarly situated Persons actually affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected persontaken as a whole)), in connection with the enforcement or protection of its rights in connection with this Agreement or any and the other Loan Credit Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) any charges of IntraLinks/IntraAgency or other relevant website or CUSIP charges. Each Borrower shall indemnify the Administrative Agent, each Co-Syndication Agent, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of one primary counsel for all Persons (taken as a whole) and to the extent reasonably necessary, one regulatory and local counsel for all Persons (taken as a whole) in each relevant jurisdiction (and, solely in the case of a conflict of interest, one additional counsel and, to the extent reasonably necessary, one regulatory and local counsel in each relevant jurisdiction to each group of similarly situated Persons actually affected by such conflict taken as a whole)), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or the use or proposed use of proceeds hereof, (2) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any Subsidiary or (3) 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 whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, or the material breach of any of such Indemnitee’s or any of its Related Parties’ express obligations hereunder or (y) arise from disputes solely among Indemnitees that do not involve any act or omission by any Borrower or any of its Related Parties, other than claims against any Indemnitee in its capacity or fulfilling its role as agent, arranger or bookrunner or similar role under this Agreement, and provided further, that this Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (ag) The Holdings and the Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Mxxxx LLP and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) , in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Issuing Bank and the Lenders, Arrangers or any Lender, including, without limitation, including the fees, charges and disbursements of one primary counsel and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and (and, in the case of an actual or potential perceived conflict of interest interest, where the Administrative Agent or any Arranger a Credit Party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Credit Party) in each appropriate jurisdiction, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Initial Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, disbursements and other charges of one firm of legal counsel for the Administrative AgentAgents, the Syndication Agent and Arrangersthe Documentation Agent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not hereof, the transactions contemplated hereby or thereby shall be consummated)reasonable fees and expenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and Collateral Agent’s standard charges for examination activities and appraisal reviews, and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the Administrative Agentissuance, Syndication Agentamendment, Arrangers renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of legal counsel for the Administrative Agent and ArrangersAgents, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made hereunderSection 9.3(a), including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided, that the Initial Borrower’s obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one primary outside legal counsel for all Persons described in clauses (i), (ii) and (iii) above, taken as a whole (provided that reasonable fees, disbursements and other charges of legal counsel for the Collateral Agent shall also be paid by the Initial Borrower), (y) in the case of any actual or perceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative AgentAgent (provided that attorneys’ fees, Syndication Agent charges and Arrangers, taken as a whole, disbursements shall be limited to (and if reasonably necessary (as determined by i) one outside counsel for the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (ii) one local counsel in each appropriate separate relevant jurisdiction) ), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof provi-sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, any Issuing Bank or any Lender (provided that attorneys’ fees, charges and Arrangers, taken as a whole, disbursements shall be limited to (and if reasonably necessary (as determined by i) one outside counsel for the Administrative Agent in consultation with the Borrower)Agent, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and any Issuing Bank or any Lender (and, in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by interest, one additional counsel to all such conflict informs the Borrower of such conflict persons similarly situated) and thereafter retains its own counsel, of another firm of (ii) one local counsel for such affected personin each separate relevant jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (which shall be limited, Syndication Agentin the case of legal fees and expenses, Arrangers and their respective Affiliates, including, without limitation, to the reasonable and documented fees, disbursements and other charges of one firm of primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in 108 connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any LenderLender (which shall be limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent primary counsel, and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate jurisdiction applicable jurisdiction, for the Administrative Agent, and not more than one outside counsel, and one local counsel in each applicable jurisdiction, for all of the other Lenders and, solely in the case of an actual or potential reasonably perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such each affected person), Lender) in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative AgentAgent (provided that attorneys’ fees, Syndication Agent charges and Arrangers, taken as a whole, disbursements shall be limited to (and if reasonably necessary (as determined by i) one outside counsel for the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (ii) one local counsel in each appropriate separate relevant jurisdiction) ), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, any Issuing Bank or any Lender (provided that attorneys’ fees, charges and Arrangers, taken as a whole, disbursements shall be limited to (and if reasonably necessary (as determined by i) one outside counsel for the Administrative Agent in consultation with the Borrower)Agent, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and any Issuing Bank or any Lender (and, in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by interest, one additional counsel to all such conflict informs the Borrower of such conflict persons similarly situated) and thereafter retains its own counsel, of another firm of (ii) one local counsel for such affected personin each separate relevant jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and other charges to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest where the party affected by such conflict has notified the Borrower of the existence of such conflict and thereafter retains its own counsel, one firm of additional counsel per affected party, in each case for the Administrative Agent, Syndication Agent each Issuing Bank and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) Swing Line Lender in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Swing Line Lender in connection with the issuance of any Swing Line Loan or any demand for payment thereunder and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers or the Lenders, as applicable, for paying, (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication the Collateral Agent, the Joint Lead Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of Special Counsel, any FCC counsel for the Administrative Agentor local counsel, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration preparation of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by the Collateral Agent which the Collateral Agent may incur in connection with (x) the administration of this Agreement and the Collateral Documents, or (y) the custody or preservation of, the sale of, collection from, or other realization upon, any of the Collateral, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication the Collateral Agent, Arrangers the Issuing Lender, any Joint Lead Arranger or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a wholeCollateral Agent, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)Issuing Lender, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Joint Lead Arranger or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any and the other Loan DocumentDocuments, including its rights under this SectionSection 11.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during in connection with any insolvency proceeding, workout, restructuring or negotiations in respect thereof, and (v) all Other Taxes levied by any Governmental Authority in respect of such Loansthis Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Collateral Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay within thirty (30) days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented out of out-of-pocket expenses (including expenses incurred in connection with due diligence) incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective AffiliatesAffiliates (but limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of a single counsel selected by the Administrative Agent for all such Persons, taken as a whole (and, if reasonably necessary, one firm of local counsel for the Administrative Agent, Syndication Agent and Arrangerseach relevant jurisdiction for all such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent may deem appropriate in consultation with the Borrowerits good faith judgment)), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent or any LenderLender (but limited, includingin the case of legal fees and expenses, and without limitationduplication of such legal fees and expenses that are reimbursed pursuant to clause (a)(i) above, to the reasonable fees, disbursements and other charges of one firm of (A) a single counsel for selected by the Administrative Agent and Arrangers(and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent may deem appropriate in consultation with the Borrowerits good faith judgment), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and (B) solely in the case of an a potential or actual or potential conflict of interest where interest, one additional counsel to all affected Persons, taken as a whole (and, if reasonably necessary, one additional local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains may deem appropriate in its own counsel, of another firm of counsel for such affected persongood faith judgment)), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Joint Lead Arrangers and their respective Affiliateseach Related Party of any of the foregoing Persons, including, without limitation, including the reasonable and documented fees, charges and disbursements of counsel, expenses incurred in connection with due diligence and other charges travel, courier, reproduction, printing and delivery expenses) of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) Joint Lead Arrangers in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document Agreement or any amendments, waivers, modifications, waivers or extensions (including amendments, waivers, modifications or waivers extensions proposed by the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that the Borrower shall not be required to pay any fees and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or any other Related Parties incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.16(b) other than as a result of a default by the Lender; and (ii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Lender or the Joint Lead Arrangers, Arrangers or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm any counsel (including the reasonable allocated cost of counsel in-house counsel) for the Administrative Agent and Agent, any Lender or the Joint Lead Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with under this Agreement or any other Loan Documentthe Transaction Documents, including its rights under this Section, Section or in connection with the Loans made hereunder, including all such out-of of-pocket expenses incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower Xxxxxx USA and the Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for any of the foregoing (which, in the case of the preparation, negotiation, execution, delivery and administration of the Loan Documents, shall be limited to a single counsel for the Arrangers and the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with field examinations and appraisals conducted in connection with the establishment of the credit facilities provided for herein or provided for in the Loan Documentation and (iv) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates in connection with the preparation, Syndication Agentnegotiation, Arrangers syndication and their respective Affiliatesexecution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees, charges and disbursements of counsel and other charges of one firm of counsel reasonably necessary outside consultants for the Administrative Agent, Syndication Agent the reasonable travel, photocopy, mailing, courier, telephone and Arrangersother 124 similar expenses, taken as a wholeand the cost of environmental audits, (surveys and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)appraisals, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, any Agreement and the other Loan Document or Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Other Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiv) all documented out-of-pocket expenses incurred by the Administrative any Agent, Syndication Agentthe Swingline Lender, Arrangers the Issuing Bank or any Lender, includingincluding the reasonable fees, without limitationcharges and disbursements of any counsel for any Agent, the feesSwingline Lender, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit, except in the case of out-of-pocket expenses described in this clause (iv) to the extent that Section 12.03(b) expressly provides that the Borrower shall not indemnify such party for such out-of-pocket expenses.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel and any other counsel for any of the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation foregoing retained with the U.S. Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers or any LenderIssuing Bank and the Lenders, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one counsel for any of the foregoing (and, if necessary, one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and (which may include a single local counsel acting in multiple jurisdictions)) (and, in the case of an actual or potential perceived conflict of interest interest, where the Administrative Agent or any Arranger Person affected by such conflict informs the Borrower Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected personPersons), in connection with the enforcement or protection of its their rights in connection with this Agreement or any other the Loan DocumentDocuments, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. All amounts payable under this Section 9.03(a) shall be paid within ten Business Days after receipt by the Borrower Representative of an invoice relating thereto setting forth such amounts in reasonable detail. 151

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Arrangers, the Syndication Agent, Arrangers the Documentation Agents and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for to the Administrative Agent, the Arrangers, the Syndication Agent Agent, the Documentation Agents and Arrangerstheir Affiliates, taken as a wholewhole (and, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single one local counsel in each appropriate any jurisdiction and one regulatory counsel in any jurisdiction) ), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Arrangers, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The If the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective AffiliatesAffiliates (in the case of legal fees, including, without limitation, limited to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent the Arrangers and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrowertheir respective Affiliates), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the preparationAdministrative Agent and its Affiliates (in the case of legal fees, executionlimited to the reasonable fees, delivery charges and disbursements of a single counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in connection with the preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof thereof, (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iiiii) all reasonable and documented out-of-pocket costs and expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Banks or any Lender, including, without limitation, Lender (in the case of legal fees, limited to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single primary counsel for the Administrative Agent Agent, the Issuing Banks and Arrangersthe Lenders, taken along with such specialist counsel as a whole, (and if may reasonably necessary (as determined be required by the Administrative Agent in consultation with Agent, the Borrower)Issuing Banks or the Required Lenders, and of a single regulatory counsel and a single firm of local counsel in each appropriate material jurisdiction and (and, in the case event of an actual or potential a conflict of interest where (as reasonably determined by the applicable Administrative Agent Agent, Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselLender), of another one additional firm of counsel for such to each group of similarly affected personparties)), in connection with the enforcement or protection of its their respective rights in connection with this Agreement or any other the Loan DocumentDocuments, including its their respective rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to any Taxes other than Taxes that are costs or expenses associated with a non-Tax cost or expense (e.g. sales Tax).

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out of pocket invoiced out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel and one local counsel in each specialty and relevant jurisdiction for the Administrative Agent, Syndication Agent, Arrangers in connection with the syndication and their respective Affiliates, distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictioninternet or through an Electronic System) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document or Documents and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable and invoiced out‑of‑pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates, Syndication Agent, Arrangers the Issuing Bank or any the Swingline Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with Issuing Bank or the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Swingline Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit, and (iv) reasonable and invoiced out-of-pocket expenses incurred by any Lender, including the fees, charges and disbursements of one counsel and one local counsel in each specialty and relevant jurisdiction for the Lenders, taken as a whole, and in the case of an actual or perceived conflict of interest, one additional counsel in each specialty and relevant jurisdiction to each group of Lenders similarly situated taken as a whole, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall Borrowers shall, jointly and severally, pay within 30 days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective AffiliatesAffiliates (but limited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of a single counsel selected by the Administrative Agent for all such Persons, taken as a whole (and, if reasonably necessary, one firm of local counsel for the Administrative Agent, Syndication Agent and Arrangerseach relevant jurisdiction for all such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent may deem appropriate in consultation with the Borrowerits good faith judgment)), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses (but not legal fees and expenses) reasonably incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Lender or any LenderLender (but limited, includingin the case of legal fees and expenses, and without limitationduplication of such legal fees and expenses that are reimbursed pursuant to clause (a)(i) above, to the reasonable fees, disbursements and other charges of one firm of (A) a single counsel for selected by the Administrative Agent and Arrangers(and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent may deem appropriate in consultation with the Borrower), of a single regulatory counsel its good faith judgment) and a single local counsel in each appropriate jurisdiction and (B) solely in the case of an a potential or actual or potential conflict of interest where interest, one additional counsel to all affected Persons, taken as a whole (and, if reasonably necessary, one additional local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains may deem appropriate in its own counsel, of another firm of counsel for such affected persongood faith judgment)), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not but limited, in the transactions contemplated hereby or thereby shall be consummatedcase of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of counsel to the Administrative Agent, the Lenders, Syndication Agent, Joint Bookrunners, Joint Lead Arrangers and Co-Documentation Agents, taken as a whole and, if reasonably necessary, one local counsel in any relevant material jurisdiction to Administrative Agent, the Lenders, Syndication Agent, Joint Bookrunners, Joint Lead Arrangers and Co-Documentation Agents, taken as a whole), and (ii) all documented reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements of any one primary counsel, and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single additional local counsel in each appropriate relevant material jurisdiction and one additional counsel in the case light of an actual or potential conflict conflicts of interest where or the Administrative Agent or any Arranger affected by such conflict informs the Borrower availability of such conflict and thereafter retains its own counsel, different claims of another firm of counsel for such affected person)defenses, in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Closing Date occurs, (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agents and their respective AffiliatesAffiliates (without duplication), including, without limitation, including the reasonable and documented fees, charges, and disbursements of (x) Xxxx Xxxxxxxx LLP, counsel to the Agents, and other charges (y) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one firm of additional counsel for the Administrative Agent, Syndication Agent and Arrangers, all such affected parties taken as a whole, (and if reasonably necessary (as determined by for the Administrative Agent in consultation with the Borrower)Agents, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) [reserved] and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agents or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agents and Arrangersthe Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), 121 in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring restructuring, or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Agents in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel for all such affected parties taken as a whole.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Arranger and their respective Affiliates, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent, Syndication Agent Arranger and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)(and, of a single regulatory counsel and a single if necessary, one local counsel in each appropriate jurisdiction) applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, includinglimited, without limitationin the case of legal expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single (and, if necessary, one local counsel in each appropriate applicable jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own regulatory counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel (and on additional local counsel in each applicable jurisdiction) for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, and in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent and Arrangers, taken one additional counsel for all of the Lenders and additional counsel as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs Lender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the Borrower availability of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)different claims or defenses, in connection with the enforcement or protection of its rights in connection with this Agreement or at any other Loan Documenttime during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (af) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective Affiliates, including, without limitation, its Affiliates (including the reasonable and documented fees, disbursements and other charges of one firm primary counsel and of any special regulatory counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, Lender (including the reasonable and documented fees, disbursements and other charges of one firm primary counsel and of any special regulatory counsel and one local counsel in each applicable jurisdiction for the Administrative Agent and Arrangers, taken as a whole, the Issuing Bank and one additional counsel for all of the Lenders (other than the Administrative Agent and the Issuing Bank) (and if reasonably necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses (as reasonably determined by the Administrative Agent in consultation with the Borrowerapplicable Lender), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another one additional firm of counsel for such to each group of similarly affected personLenders)), in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Subject to any express limitations that may be set forth in this Agreement with respect to the frequency of appraisals, the Borrowers agree to pay within (x) one Business Day (in the case of demands prior to the Closing Date) and (y) ten Business Days (in the case of demands thereafter) after written demand (which includes documentation reasonably supporting such request) (i) all reasonable out-of-pocket costs and documented expenses of the Agents in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, syndication, transportation, computer, duplication, appraisal, audit, field examination, Report preparation, Collection Account setup and maintenance, insurance, consultant, search, filing and recording fees and expenses, and (B) the reasonable fees and out-of-pocket expenses of one counsel for the Agents with respect thereto, with respect to advising the Agents as to their rights and responsibilities, or the protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Borrower or with other creditors of any Borrower arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all out-of-pocket costs and expenses incurred by of the Administrative AgentAgents and each Lender in connection with the enforcement of the Loan Documents, Syndication Agentwhether in any action, Arrangers and their respective Affiliatessuit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (each Lender with respect thereto; provided that the Borrowers shall only be required to reimburse the fees and if reasonably necessary (as determined by expenses of one legal counsel per jurisdiction to the Administrative Agent in consultation with the Borrowerextent no conflict exists), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP and other charges to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one firm of additional counsel per affected party, in each case for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent Agent, the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, includingincluding the reasonable fees, without limitationcharges and disbursements of counsel for the Administrative Agent (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to the Administrative Agent and the Arranger (taken as a whole) and, if reasonably necessary, a single local counsel for the Administrative Agent, Syndication Agent and Arrangers, the Arranger (taken as a whole, () in each relevant jurisdiction and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrowerrespect to each relevant specialty)), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as SyndTrak) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, includingincluding the fees, without limitationcharges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to the Administrative Agent, the Issuing Bank or any Lender (taken as a whole) and, if reasonably necessary, a single local counsel for the Administrative Agent and ArrangersAgent, the Issuing Bank or any Lender (taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel ) in each appropriate relevant jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personwith respect to each relevant specialty)), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit, except in the case of out-of pocket expenses described in this clause (iii) to the extent that Section 9.03(b) expressly provides that the Borrower shall not indemnify such party for such out-of-pocket expenses.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent or the Arrangers, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel (selected by the Administrative Agent) for the Administrative Agent, Syndication Agent and Arrangers, the Arrangers (taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration (in the case of the Administrative Agent only) of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out of pocket expenses incurred by an Applicable Issuing Party in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued for the Borrower’s account, or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication the Fronting Bank, the Several L/C Agent, Arrangers or the L/C Issuers or, during the continuance of any LenderEvent of Default, any Lender (including, without limitation, the fees, reasonable documented fees and disbursements and other charges of one firm of counsel for (selected by the Administrative Agent) to the Administrative Agent and Arrangersthe Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential a conflict of interest where the Administrative Agent or any Arranger interest, one additional counsel to all such affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselPersons similarly situated, taken as a whole (and, if reasonably necessary, of another firm of one local counsel for and one applicable regulatory counsel in each relevant jurisdiction to all such affected personPersons, taken as a whole)), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of its rights in connection with this Agreement and the other documents to be executed and delivered by the Borrower in favor of the Administrative Agent or any other Loan DocumentLender, including in each case in its rights under this Section, or in connection with the Loans made capacity as such hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof thereof, including the reasonable and invoiced legal fees, charges and disbursements of one firm as counsel for the Arrangers and their Affiliates (whether or not and, in addition to such firm, to the transactions contemplated hereby or thereby shall be consummatedextent reasonably necessary, (x) one local counsel engaged in each relevant jurisdiction and (y) one regulatory counsel in each relevant specialty), and in each case, taken as a whole, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the reasonable and invoiced legal fees, charges and disbursements and other charges of one firm of as counsel for the Administrative Agent Agent, the Issuing Bank and Arrangersthe Lenders (and, in addition to such firm, to the extent reasonably necessary, (x) one local counsel engaged in each relevant jurisdiction and (y) one regulatory counsel in each relevant specialty), in each case, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an any actual or potential conflict reasonably perceived conflicts of interest in connection with the enforcement of the Administrative Agent’s, the Issuing Bank’s or a Lender’s rights under this Agreement and any other Loan Document, including its rights under this Section, in each case where the Administrative Agent Agent, an Issuing Bank or any Arranger affected by such conflict a Lender informs the Borrower of such conflict and thereafter retains its own counsel, of another one additional firm of as counsel for (and, in addition to such affected personfirm, to the extent reasonably necessary, (x) one local counsel engaged in each relevant jurisdiction and (y) one regulatory counsel in each relevant specialty), in connection with the enforcement or protection each case, to each group of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loanssimilarly affected indemnified persons.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of pocket costs and expenses incurred by the Administrative Agent, Syndication Agentthe Issuing Banks, the Lenders, the Arrangers and their respective Affiliates, Affiliates (including, without limitation, the reasonable and documented fees, fees and disbursements and other charges of one primary firm of counsel for the Administrative Agent, Syndication Agent the Issuing Banks, the Lenders and the Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; and (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, Syndication Agentthe Issuing Banks, the Arrangers or any Lender, Lender (including, without limitation, the reasonable and documented fees, disbursements and other charges of one primary firm of counsel for the Administrative Agent Agent, the Issuing Banks, the Lenders and the Arrangers, taken as a whole, whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and and, in the case of an actual or potential conflict of interest where the Administrative Agent Agent, the Issuing Banks, any Lender or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected personperson (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this SectionSection 9.03, or in connection with the Loans or Letters of Credit made hereunder, including all such out-of pocket reasonable and documented costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower and the other Loan Parties, jointly and severally, shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (and, Syndication Agentsolely in respect of the syndication of the credit facilities and the preparation of the initial Loan Documents, Arrangers the Commitment Parties and their respective AffiliatesRelated Parties), including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that, notwithstanding anything herein to the contrary, the Parent Borrower shall be responsible for the fees and expenses of only one counsel to the Administrative Agent, its Affiliates, the Commitment Parties and their Related Persons (and one local counsel in each relevant jurisdiction), and it being understood that this proviso applies only to this clause (a)(i)), (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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit and (iv) all reasonable fees associated with, and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with, collateral monitoring, collateral reviews, field examinations and appraisals (including reasonable fees and expenses of advisors and 119 professionals engaged by the Administrative Agent relating thereto). This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Parent, the Borrower and each other Credit Party shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by to the Administrative Agent in consultation connection with the Borrower)perfection of the security interests in the Collateral provided under the Credit Documents, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, Agreement or any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement 105 or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that expense set forth in this clause (iii) incurred by the Lenders shall be limited to (A) one primary counsel to the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant jurisdiction and applicable special regulatory or FCC counsel to the Lenders (taken together as a single group or client), (C) additional counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of all of the Lenders in each matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, one additional counsel for each group of similarly affected parties subject to such conflict; provided, further, that, for the avoidance of doubt, the limitations set forth in the immediately preceding proviso shall not apply to the expenses incurred by the Administrative Agent.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective Affiliates, its Affiliates in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken internet or through a service such as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictionIntralinks) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent (together with (A) a single local counsel, if applicable, and single specialist counsel (for each relevant jurisdiction and relevant specialization), as reasonably required and (B) in the case of an actual conflict of interest, one additional counsel for each relevant jurisdiction and/or specialization for all similarly situated parties taken as a whole; provided, that the Company shall not be obligated to pay for any other third party advisor hired without the consent of the Company (such consent not to be unreasonably withheld)), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for the Administrative Agent Agent, the Issuing Bank and Arrangers, taken as a whole, the Lenders (and if reasonably necessary together with (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and A) a single local counsel in counsel, if applicable, for each appropriate jurisdiction relevant jurisdiction, as reasonably required and (B) solely in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for each relevant jurisdiction for all similarly situated parties taken as a whole; provided, that the Company shall not be obligated to pay for any other third party advisor hired without the consent of the Company (such affected personconsent not to be unreasonably withheld)), in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgents, Syndication Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication and distribution (including, without limitation, via the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken internet or through a service such as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdictionIntraLinks) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions 187 contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication the Collateral Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and of any counsel (other charges of one firm of counsel than in-house counsel) for the Administrative Agent and ArrangersAgent, taken as a wholethe Collateral Agent, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Notwithstanding the foregoing, in no event shall Holdings or the Borrowers be required to reimburse the Lenders for more than one counsel to the Agents and the Lenders taken as a whole (and up to one local counsel in each applicable jurisdiction and regulatory counsel, and solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole); provided, that same shall be limited to (A) one counsel to the Administrative Agent, the Collateral Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel and (C) if representation of the Administrative Agent, the Collateral Agent and/or all Lenders in such matter by a single counsel would be inappropriate as determined by the Administrative Agent, the Collateral Agent and/or all Lenders due to the existence of an actual or potential conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent and for each Lender subject to such conflict.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower and the other Loan Parties, jointly and severally, shall pay (i) all reasonable and documented out of out-of-pocket expenses and customary administrative charges incurred by the Administrative Agent, Syndication Revolving Agent, Arrangers Collateral Agent, the Lead Arrangers, Swingline Lender and their respective AffiliatesAffiliates in connection with due diligence, structuring, negotiation, arrangement, syndication, restructuring, administration, or amending of this Agreement or the other Loan Documents and the financing arrangements set forth herein or therein, including, without limitation, reasonable legal fees and expenses (provided, that, such legal fees and expenses shall be limited to the reasonable and documented fees, out-of-pocket fees and disbursements and other charges of one firm of counsel two legal counsels for the Administrative Agent, Syndication Agent Revolving Agent, Collateral Agent, Swingline Lender, each Issuing Bank, each Lender and Lead Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)addition, of a single regulatory counsel and a single one local or special counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided applicable jurisdiction for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangerssuch Persons, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger party affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of one counsel for such affected person), provided, that, Lead Arrangers shall only be reimbursed for expenses incurred in connection with the syndication of the credit facility under this Agreement, (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, (iii) all reasonable and documented out-of-pocket expenses incurred by Administrative Agent, Collateral Agent, any Issuing Bank or any Lender limited to the reasonable legal fees and expenses of the counsels set forth above, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit and (iv) all reasonable fees associated with, and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with, filing and search charges, recording taxes, collateral monitoring, collateral reviews, field examinations and appraisals (including reasonable fees and expenses of advisors and professionals engaged by the Administrative Agent relating thereto). This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Except as provided in Section 5.07, the Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (including due diligence expenses, syndication expenses and travel expenses) incurred by the Administrative Agent, Syndication Agent, Arrangers each Arranger and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for any of the Administrative Agentforegoing (which shall be limited to a single firm of primary counsel and, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be reasonably necessary, of a single regulatory counsel and a single firm of local counsel in each appropriate jurisdiction) jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), in connection with the structuring, arrangement and syndication of the credit facilities facility provided for herein, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents and any related documentation or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) [reserved] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Arranger or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of counsel for any of the Administrative Agent and Arrangersforegoing (which shall be limited to a single firm of primary counsel and, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)to be reasonably necessary, of a single regulatory counsel and a single firm of local counsel in each appropriate jurisdiction and (which may include a single special counsel acting in multiple jurisdictions), and, in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselinterest, of another a single additional firm of counsel (or local counsel) for such each group of affected personparties that is similarly situated), in connection with the enforcement or protection of its rights in connection with this Agreement or any and the other Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.; provided, in each case, that any such obligation of the Borrower with respect to expenses incurred in connection with the matters described in paragraph (b) of this Section shall be subject to the limitations set forth in such paragraph on the obligations of the Borrower to pay such expenses.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented out of or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates (without duplication), Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements of Milbank LLP and other charges to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest where the party affected by such conflict has notified the Borrower of the existence of such conflict and thereafter retains its own counsel, one firm of additional counsel per affected party, in each case for the Administrative Agent, Syndication Agent each Issuing Bank and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) Swing Line Lender in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Swing Line Lender in connection with the issuance of any Swing Line Loan or any demand for payment thereunder and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers each Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent the Issuing Banks and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreement or the Loan Documents (including all such costs and expenses incurred during any other Loan Documentlegal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agentthe Revolver Facility Arrangers, the Bridge Facility Arrangers (solely to the extent the Bridge Commitments are established under this Agreement pursuant to Section 2.23) and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for any of the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, foregoing (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of but limited to a single regulatory primary counsel and and, if necessary, a single local counsel in each appropriate jurisdiction) relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, the Revolver Facility Arrangers, the Bridge Facility Arrangers and their respective Affiliates taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter, the Bridge Commitment Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Revolver Facility Arranger, Arrangers any Bridge Facility Arranger (solely to the extent the Bridge Commitments are established under this 103 Agreement pursuant to Section 2.23), any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Administrative Agent or Lenders for paying, (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative AgentSpecial Counsel, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration preparation of this Agreement, any Agreement and the other Loan Documents (and any Uniform Commercial Code financing statements required by any Security Document to be filed with respect to the security interests in personal property and fixtures created pursuant thereto) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by the LC Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the LC Issuing Lender or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of Credit Agreement counsel for such affected person)Administrative Agent, LC Issuing Lender or Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any and the other Loan DocumentDocuments, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of such Loansthis Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document, by any Uniform Commercial Code financing statements required by any Security Document to be filed with respect to the security interests in personal property and fixtures created pursuant thereto, or by any other document referred to therein. Notwithstanding anything to the contrary in this Section 10.03(a), the Borrower shall not be obligated to pay the fees and expenses of more than one law firm representing the Administrative Agent and the Lenders (which law firm shall be selected by the Administrative Agent, or if the Required Lenders so decide, by the Required Lenders) unless (x) the Administrative Agent or the Required Lenders reasonably determine that the retention of more than one law firm is advisable because questions arise under laws of jurisdictions in which the principal law firm engaged is not authorized to practice law or (y) in the case of the foregoing clause (iii), the Administrative Agent or any Lender or Lenders have different or conflicting interests.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for any of the Administrative Agentforegoing (but limited to a single primary counsel and, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) relevant jurisdiction (including the English counsel referred to in Section 2.21(a)), in each case, for the Administrative Agent, the Arrangers and their Affiliates taken as a whole (which may be a single local counsel acting in multiple jurisdictions)), in connection with the syndication preparation, execution and delivery of the credit facilities provided for hereinCommitment Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the 133 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangersforegoing (but limited to a single primary counsel and, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate relevant jurisdiction and (which may be a single local counsel acting in the case of an actual or potential conflict of interest where multiple jurisdictions), in each case, for the Administrative Agent or any Arranger affected by such conflict informs Agent, the Borrower of such conflict Arrangers, the Issuing Banks and thereafter retains its own counselthe Lenders, of another firm of counsel for such affected persontaken as a whole), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay or reimburse (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, Syndication Agentincluding the reasonable fees, Arrangers charges and their respective Affiliatesdisbursements of counsel for the Agents (within 30 days of a written demand therefor, includingtogether with backup documentation supporting such reimbursement request), without limitationin connection the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for to the Administrative Agent, Syndication Agent and Arrangersand, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single one local counsel in each appropriate any relevant jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Lenders (within 30 days of a written demand therefor, Syndication Agenttogether with backup documentation supporting such reimbursement request) incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (but, Arrangers or any Lenderlimited, includingin the case of legal fees and expenses, without limitation, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for to the Administrative Agent and Arrangers, the Lenders taken as a whole, (and, if necessary, of one local counsel to the Administrative Agent and if reasonably necessary (the Lenders taken as determined a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict of interest). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in consultation with its discretion. For the Borrower)avoidance of doubt, of a single regulatory counsel this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or expenses arising from any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such outnon-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansTax claim.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements of one primary counsel and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) jurisdiction as the Administrative Agent shall deem advisable in connection with the creation and perfection of the security interests in the Collateral provided under the Loan Documents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented 138 out‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Arrangers, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of any counsel for any of the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)foregoing, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that expenses set forth in this clause (iii) shall be limited to (A) one counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction and applicable special regulatory counsel, (C) additional counsel retained with the Company’s consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, one additional counsel for each party subject to such conflict.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower and the other Loan Parties, jointly and severally, shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (and, Syndication Agentsolely in respect of the syndication of the credit facilities and the preparation of the initial Loan Documents, Arrangers the Commitment Parties and their respective AffiliatesRelated Parties), including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that, notwithstanding anything herein to the contrary, the Parent Borrower shall be responsible for the fees and expenses of only one counsel to the Administrative Agent, its Affiliates, the Commitment Parties and their Related Persons (and one local counsel in each relevant jurisdiction), and it being understood that this proviso applies only to this clause (a)(i)), (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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, including the reasonable fees, charges and disbursements and other charges of one firm of any counsel for the Administrative Agent and ArrangersAgent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit and (iv) all reasonable fees associated with, and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with, collateral monitoring, collateral reviews, field examinations and appraisals (including reasonable fees and expenses of advisors and professionals engaged by the Administrative Agent relating thereto). This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (at) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, Lender (including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent and Arrangers, taken as a whole, the Issuing Bank and one additional counsel for all the Lenders (and if reasonably necessary (as determined by other than the Administrative Agent in consultation with the Borrower), of a single regulatory counsel Agent) and a single local additional counsel in each appropriate jurisdiction and in the case light of an actual or potential conflict conflicts of interest where or the Administrative Agent or any Arranger affected by such conflict informs the Borrower availability of such conflict and thereafter retains its own counsel, different claims of another firm of counsel for such affected person), defenses) in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan DocumentAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. All such expenses shall be paid promptly (and in any event not later than thirty (30) days) after the presentation to the Company of invoices reasonably detailing the expenses for which payment is being sought.

Expenses Indemnity Damage Waiver. (a) (i) The Borrower shall agrees to pay or reimburse (i) all reasonable out-of-pocket costs and documented out of pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers and their respective Affiliates, including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for hereinpreparation, the preparationnegotiation, execution, delivery and administration of this Agreement, any Agreement and the other Loan Document Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented out-of-pocket expenses incurred by including the Administrative Agent, Syndication Agent, Arrangers or any Lender, including, without limitation, the reasonable fees, charges and disbursements and other charges of counsel (but limited to one firm of primary counsel for the Administrative Agent and Arrangersand, taken as a wholeif necessary, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty (and, in the case of an actual or potential perceived conflict of interest interest, where the Administrative Agent or any Arranger party affected by such conflict conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person), ) and (ii) all out-of-pocket costs and expenses incurred by the Administrative Agent and each Lender following and during the continuance of any Event of Default in connection with the enforcement or protection of its any rights in connection with and remedies under this Agreement or any and the other Loan Document, including its rights under this Section, or in connection with the Loans made hereunderDocuments, including all such out-of pocket costs and expenses incurred during any legal proceeding, including any proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, and including in connection with any workout, restructuring or negotiations in respect of the Loans and the Loan Documents, including the reasonable fees, charges and disbursements of counsel (but limited to one counsel for the Administrative Agent and the Lenders taken as a whole and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty (and, in the case of an actual or perceived conflict of interest, where the party affected by such Loans.conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person)). (ii) All payments or reimbursements pursuant to the foregoing clause (a)(i) shall be paid within thirty (30) days of written demand together with back-up documentation supporting such reimbursement request. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and out-of-pocket fees and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with or by reason of (i) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Arrangers and their respective Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of a single counsel for all the Administrative Agent, Syndication Agent and Arrangers, foregoing taken as a whole, whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) relevant local jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, and (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentany Arranger, Arrangers any Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of a single counsel for all the Administrative Agent and Arrangers, foregoing taken as a whole, whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate relevant local jurisdiction and (which may include a single firm of special counsel acting in multiple jurisdictions) and, solely in the case of an actual or potential perceived conflict of interest where the Administrative Agent or any Arranger parties affected by such conflict informs inform the Borrower of such conflict and thereafter retains its own counselconflict, of another one additional counsel to the similarly affected parties taken as a whole (and, if reasonably necessary, one local counsel in each relevant jurisdiction to the similarly affected parties taken as a whole (which may include a single firm of special counsel for such affected personacting in multiple jurisdictions))), in connection with the enforcement or protection of its rights in connection with this Agreement or any other the Loan DocumentDocuments, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agents and their respective Affiliates, including, without limitation, (including the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the BorrowerAgentsAttorney Costs), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any other the Senior Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (limited, in the case of legal fees, expenses and disbursements, to the Attorney Costs of one counsel to the Agents and, if necessary, of one local counsel in each relevant jurisdiction and of one special counsel for each relevant specialty, in each case to the Agents), and (ii) all and documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, (including the fees, charges and disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangersany Agent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent any Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected personLenderAttorney Costs), in connection with the enforcement or protection of its rights under or in connection with this Agreement or any other the Senior Loan DocumentDocuments, including its rights under this Section, or in connection with the Loans made, Letters of Credit issued, or other extensions of credit made available hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit (limited, in the case of legal fees, expenses and disbursements, to the Attorney Costs of (x) one counsel to the Agents, the Lenders, and the Issuing Banks (taken as a whole), (y) if necessary, of one local counsel in each relevant jurisdiction and of one special counsel for each relevant specialty, in each case to the Agents, the Lenders, and the Issuing Banks (taken as a whole), and (z) and, in the event of an actual or potential conflict of interest between the Agents, the Lenders, or the Issuing Banks, where the Person or Persons affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant jurisdiction, to each group of affected Persons similarly situated (taken as a whole)).

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and the Lead Arranger and their respective Affiliates, including, without limitation, Affiliates (including the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory primary counsel and a single one local counsel in each appropriate jurisdictionapplicable jurisdiction for the Administrative Agent and the Lead Arranger and their respective Affiliates, in each case, for all such parties taken together) in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement, any Agreement and the other Loan Document Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers any Issuing Bank or any Lender, including, without limitation, Lender (including the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory primary counsel and a single one local counsel in each appropriate applicable jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders taken as a whole (and, in the case light of an actual or potential conflict conflicts of interest where or the Administrative Agent availability of different claims or any Arranger defenses (as reasonably determined by the affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselparty), of another one additional firm of counsel for such to each group of similarly affected personparties), ) in connection with the enforcement or protection of its rights in connection with this Agreement or and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (i) subject to the limits set forth in Sections 5.11 and 5.12 , appraisals, field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each appraisal and field examination; (ii) background checks regarding senior management of the Loan Parties, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (iii) Other Taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (iv) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and 131

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, the reasonable and documented fees, charges and disbursements and other charges of outside counsel (limited to one firm of counsel for the Administrative Agentand, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower)necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdictionrelevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions)) and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement, any Agreement and the other Loan Document or Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all out-of-pocket expenses incurred by any Agent, Syndication Agent, Arrangers the Issuing Bank or any Lender, including, without limitation, including the fees, charges and disbursements and other charges of one firm of any counsel for any Agent, the Administrative Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent Issuing Bank or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person)Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, the Joint Lead Arrangers and their respective Affiliateseach Related Party of any of the foregoing Persons, including, without limitation, including the reasonable and documented fees, charges and disbursements of counsel, expenses incurred in connection with due diligence and other charges travel, courier, reproduction, printing and delivery expenses) of one firm of counsel for the Administrative Agent, Syndication Agent and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) Joint Lead Arrangers in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document Agreement or any amendments, waivers, modifications, waivers or extensions (including amendments, waivers, modifications or waivers extensions proposed by the Borrower) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that the Borrower shall not be required to pay any fees and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or any other Related Parties incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.18(b) other than as a result of a default by the Lender; and (ii) all documented reasonable out-of-pocket expenses incurred by the Issuing Bank (without duplication of amounts described in Section 2.11) in connection with the issuance, amendment, waiver, modification, extension or renewal (including proposed amendments, waivers, modifications, extensions or renewals) of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentthe Issuing Bank, Arrangers any Lender or any Lenderthe Joint Lead Arrangers, including, without limitation, including the fees, charges and disbursements and other charges of one firm any counsel (including the reasonable allocated cost of counsel in-house counsel) for the Administrative Agent and Agent, the Issuing Bank, any Lender or the Joint Lead Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with under this Agreement or any other Loan Documentthe Transaction Documents, including its rights under this Section, Section or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of of-pocket expenses incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such LoansLoans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Arrangers Agent and their respective its Affiliates, including, without limitation, including the reasonable and documented fees, charges and disbursements and other charges of one firm of primary counsel for the Administrative Agentand, Syndication Agent if necessary, one special and Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate jurisdiction) relevant jurisdiction for the Administrative Agent and such Affiliates, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the preparationAdministrative Agent with respect to the financing contemplated by this Agreement, execution, delivery the preparation and administration of this Agreement, any other Loan Document Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented reasonable out-of-pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Syndication the Issuing Lenders or, after the occurrence and during the continuance of any Event of Default, any Lender, including the fees, charges and disbursements of any counsel and consultant for the Administrative Agent, Arrangers any Issuing Lender or any Lender, includingin connection with the enforcement or protection of its rights in connection with this Agreement, without limitationincluding its rights under this Section, or in connection with the feesLoans made or Letters of Credit issued hereunder, disbursements and other charges including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (but limited to one firm of counsel for the Administrative Agent Agent, the Issuing Lenders and Arrangersthe Lenders taken a whole and, taken as a wholeif necessary, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single one local counsel in each appropriate relevant jurisdiction and (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or potential perceived conflict of interest interest, where the Administrative Agent or any Arranger party affected by such conflict conflict, informs the Borrower Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected personperson and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.