Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements out-of-pocket costs and other charges of counsel for expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent, the Loan Insurer, the Arranger and the Paying Agent incurred Sole Bookrunner in connection with the preparation and administration of this Agreement and the other Loan Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) shall pay all reasonable out-of-of pocket costs and expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Loan Insurer, the Arranger, the Sole Bookrunner, the Issuing Banks, the Paying Agent or Bank and any Lender in connection with the enforcement or protection of their respective rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunderissued, including in each case the reasonable fees, disbursements and other charges of Shearman & SterlingXxxxx Xxxxxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Arranger, Xxxxx Peabody LLP, counsel for the Collateral Agent, and Xxxxxx & Xxxxxxx LLP, counsel for the Loan Insurer, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges of any (i) if the Loan Insurer is at the time of the incurrence of such fees, disbursements and other charges the Controlling Party, a single special and a single Arkansas counsel for the Controlling Party and (ii) a single special and a single Arkansas counsel for the Administrative AgentsAgent, the Collateral Agent, the Sole Bookrunner, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent Bank and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLenders.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent or the Issuing Bank in connection with the preparation, execution and administration of this Amended Agreement and the other Loan Documents, the syndication or closing of the Facility, the administration of the Facility or any amendment, modification or waiver of the provisions hereof or thereof and the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Agent, the Issuing Banks, the Paying Agent Bank or any Lender in connection with the enforcement or protection of their the rights in connection with of the Agent, the Issuing Bank and the Lenders under this Amended Agreement and the other Loan Documents or in connection with the Advances Loans made, the Notes issued hereunder or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman & Sterling(i) McGuireWoods LLP, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, (ii) any third party consultants retained, with the consent of the Borrower, to assist the Agent in analyzing any healthcare, environmental, insurance, solvency-related and other due diligence issues and (iii) in connection with any such enforcement or protection and the reasonable fees(including any workout or restructuring or any negotiations relating thereto), disbursements and other charges of any other one counsel for the Administrative AgentsAgent, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent Bank and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason Lenders. Borrower agrees to pay all of the execution above fees and delivery expenses regardless of this Agreement whether or any Notenot the Facility is closed.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks and the Paying Swingline Lender, including the reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent incurred and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Lxxxxx & SterlingWxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Lenders in connection with the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative AgentsAgent, the Issuing Banks, Collateral Agent and the Paying Agent or any Lender Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Documents, including its rights under this Section 9.05, or in connection with the Advances or the Letters of Credit Loans made issued hereunder, the negotiation and implementation of the RSA and an Acceptable Plan and any other matter, motion or order bearing on the validity, priority and/or repayment of the Obligations in accordance with the terms hereof, including the reasonable fees, charges and disbursements of Wachtell, Lipton, Xxxxx & Xxxx, Xxxxxx Xxxxxxx Arsht & Xxxxxxx LLP, Macfarlanes LLP and other charges of Shearman & SterlingDe Brauw Blackstone Westbroek N.V., counsel for the Administrative Agents, the Issuing Banks and the Paying Agentfees, charges and disbursements of the Lender Financial Advisor and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements of one counsel in each relevant additional jurisdiction (and other charges any such additional counsel, if necessary, as a result of any other counsel actual or potential conflicts of interest) for the Administrative AgentsAgent, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Collateral Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLenders.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arranger, the Syndication Agent, the Documentation Agent, each Swing Line Lender and each Issuing Banks and the Paying Agent incurred Bank in connection with the preparation syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) and ), (ii) all 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 out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, any Issuing BanksBank, the Paying Agent any Swing Line Lender or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxxxxx & SterlingXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, as applicable, in the Issuing Banks and the Paying Agentevent of any actual or perceived conflict of interest, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Collateral Agent, any Issuing BanksBank, the Paying Agent any Swing Line Lender or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Arrangers (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby contemplated shall be consummated) and ), (ii) all reasonable out of pocket expenses incurred by each Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any of the Arrangers, the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Advances or the Letters of Credit issued hereunderLoans made, including the all such reasonable feesand documented out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable and documented fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, any of the Paying Agent Arrangers or any Lender. The Borrower further agrees ; provided that it in the absence of conflicts, reimbursement of legal fees and expenses shall indemnify be limited to reasonable fees, charges and disbursements of one counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Arrangers and the Lenders from, (which counsel shall be designated by the Administrative Agent) (and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution appropriate foreign and delivery of this Agreement or any Notelocal counsel in applicable foreign and local jurisdictions).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for to pay or reimburse the Administrative Agents, the Issuing Banks Agent and the Paying Agent Joint Lead Arrangers for all their out-of-pocket costs and expenses incurred in connection with the preparation development, preparation, negotiation and execution and, with respect to the Administrative Agent only, administration, of this Agreement and the any other Loan Documents Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all their costs and expenses incurred in connection with any amendmentsamendment, modifications supplement or waivers modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the reasonable legal fees and disbursements of a single law firm serving as counsel to the provisions hereof or thereof (whether or not Administrative Agent and the transactions hereby contemplated shall be consummated) Joint Lead Arrangers, but excluding all other legal fees and disbursements, and (iiiii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent and any Lender, including the Issuing Banksfees, charges and disbursements of any counsel for the Paying Administrative Agent or and any Lender such Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable feesall such out-of pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLoans.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Closing Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower's reimbursement only with the Borrower's prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Advances Loans made hereunder or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the each Collateral Agent and each Issuing Banks and the Paying Agent incurred Bank in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) ); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (ii) in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all reasonable documented and out-of-pocket expenses incurred by (i) the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender Collateral Agent in connection with the enforcement or protection of their its rights or the rights of the Lenders or the other Secured Parties in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements and other charges of Shearman Cravath, Swaine & SterlingXxxxx LLP, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable and documented fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent and (ii) the Lenders in connection with any formal legal action actually taken by, or at the request of, the Issuing BanksRequired Lenders, to enforce or protect their rights under the Paying Agent Credit Agreement or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agentsother Loan Documents, limited, in the Issuing Bankscase of this clause (ii), the Paying Agent to reasonable and documented fees, charges and disbursements of one firm of counsel for all such Lenders and the reasonable and documented fees, charges and disbursements of one additional firm of counsel for all such Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notein each relevant jurisdiction.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable and documented out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Agents in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agenthereunder and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable and documented expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and of Xxxxxx & Xxxxxxx and the reasonable and documented allocated costs of internal counsel for the Administrative Agents, the Joint Lead Arrangers, any Issuing Banks, the Paying Agent Bank or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents); provided that, absent any conflict of interest, the Issuing Banks, the Paying Agent Agents and the Lenders fromJoint Lead Arrangers shall not be entitled to indemnification for the fees, and hold them harmless against, any documentary taxes, assessments charges or similar charges made by any Governmental Authority by reason disbursements of the execution and delivery of this Agreement or any Notemore than one counsel in each jurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) ), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Joint Lead Arrangers, the Joint Additional Arrangers and the Co-Arrangers and Xxxxx & Overy LLP, special U.K. counsel for the Administrative Agent, the Joint Lead Arrangers, the Joint Additional Arrangers and the Co-Arrangers and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks Agent (including any special and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notelocal counsel).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arranger in connection with the syndication of the credit facilities provided for herein (iincluding any assignment fees payable in connection with the initial syndication of the facility pursuant to an electronic settlement system) and the reasonable preparation (provided that such fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Xxxxxx & Xxxxxxx LLP in connection with such preparation of this Agreement, the preparation First Lien Credit Agreement, the Loan Documents and the First Lien Loan Documents, together with associated local counsel fees, title insurance, real estate costs, disbursements and out-of-pocket expenses shall not in the aggregate exceed $220,000) and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arranger or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued Term Loans made hereunder, including in each case the reasonable fees, disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arranger or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for to pay or reimburse the Administrative Agents, the Issuing Banks Agent and the Paying Agent Sole Lead Arranger for all their out-of-pocket costs and expenses incurred in connection with the preparation development, preparation, negotiation and execution and, with respect to the Administrative Agent only, administration, of this Agreement and the any other Loan Documents Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of Hunton Xxxxxxx Xxxxx LLP, counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent for all their costs and expenses incurred in connection with any amendmentsamendment, modifications supplement or waivers modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the reasonable legal fees and disbursements of a single law firm serving as counsel to the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) Administrative Agent, but excluding all other legal fees and disbursements, and (iiiii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent and any Lender, including the Issuing Banksfees, charges and disbursements of any counsel for the Paying Administrative Agent or and any Lender such Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLoans.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable and documented out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Agents in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agenthereunder and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable and documented expenses of Xxxx Xxxxxxxx LLP and of Xxxxxx & Xxxxxxx LLP and the reasonable and documented allocated costs of internal counsel for the Administrative Agents, the Joint Lead Arrangers, any Issuing Banks, the Paying Agent Bank or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents); provided that, absent any conflict of interest, the Issuing Banks, the Paying Agent Agents and the Lenders fromJoint Lead Arrangers shall not be entitled to indemnification for the fees, and hold them harmless against, any documentary taxes, assessments charges or similar charges made by any Governmental Authority by reason disbursements of the execution and delivery of this Agreement or any Notemore than one counsel in each jurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the pay all reasonable fees, disbursements and other charges of counsel for out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Lenders in connection with the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) ), including all reasonable fees, expenses and (ii) disbursements of Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxxxxxxx Consulting, LLC, one special regulatory counsel and one local Delaware counsel and all reasonable out-of-pocket expenses incurred by of the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement Cases, (ii) reimburse or protection of their rights pay the Administrative Agent and the Collateral Agent for all out-of-pocket costs and expenses incurred in connection with the ongoing monitoring of Transactions covered by this Agreement and the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law (other than the Cases), and including the fees, charges and disbursements of Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, special regulatory counsel, and Xxxxxxxx Consulting LLC, and the fees, charges and disbursements of one local counsel for the Administrative Agent and the Collateral Agent in each appropriate jurisdiction or in connection with the Advances or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteCases.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by any Agent, NMS or the Administrative AgentsIssuing Bank in connection with the preparation, execution and administration of this Amended Agreement and the other Loan Documents, the syndication or closing of the Revolving Credit Facility, the administration of the Revolving Credit Facility or any amendment, modification or waiver of the provisions hereof or thereof and the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by any Agent, NMS, the Issuing Banks, the Paying Agent Bank or any Lender in connection with the enforcement or protection of their the rights in connection with of the Agents, the Issuing Bank and the Lenders under this Amended Agreement and the other Loan Documents or in connection with the Advances Loans made, the Notes issued hereunder or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman (i) Fennebresque, Clark, Swinxxxx & SterlingXay, counsel for the Administrative AgentsSyndication Agent, the Issuing Banks and the Paying allocated cost of in-house counsel to the Administrative Agent, (ii) any third party consultants retained with the Borrower's consent, which consent will not be unreasonably withheld, to assist the Agents in analyzing any environmental, insurance, solvency-related and other due diligence issues and (iii) in connection with any such enforcement or protection and the reasonable fees(including any workout or restructuring or any negotiations relating thereto), disbursements and other charges of any other counsel for the Administrative Agentsany Agent, the Issuing Banks, the Paying Agent Bank or any Lender. The Borrower further agrees that it shall indemnify Lender (including the Administrative Agents, the Issuing Banks, the Paying Agent allocated internal fees and the Lenders from, and hold them harmless against, expenses of any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notein-house staff counsel).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements and other charges of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Arrangers (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby contemplated shall be consummated) and ), (ii) all reasonable out of pocket expenses incurred by each Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any of the Arrangers, the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Advances or the Letters of Credit issued hereunderLoans made, including the all such reasonable feesand documented out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable and documented fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, any of the Paying Agent Arrangers or any Lender. The Borrower further agrees ; provided that it in the absence of conflicts, reimbursement of legal fees and expenses shall indemnify be limited to reasonable fees, charges and disbursements of one counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Arrangers and the Lenders from, (which counsel shall be designated by the Administrative Agent) (and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution appropriate foreign and delivery of this Agreement or any Notelocal counsel in applicable foreign and local jurisdictions).

Expenses; Indemnity. (a) The Term Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Initial Lenders in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman White & SterlingCase LLP, counsel for the Administrative Agents, the Issuing Banks Administration Agent and the Paying AgentJoint Lead Arrangers and Xxxxx & XxXxxxxx, special German counsel to the Administrative Agent and the Joint Lead Arrangers, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless againstJoint Lead Arrangers, any documentary taxes, assessments Issuing Bank or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteall Lenders (but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) 3. The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks and the Paying Swingline Lender, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent incurred and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Closing Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower’s reimbursement only with the Borrower’s prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Advances Loans made hereunder or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Canadian Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Initial Lenders in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxx Xxxxxx & SterlingXxxxxxx llp, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying AgentJoint Lead Arrangers, and Osler, Xxxxxx & Harcourt LLP, special Canadian counsel to the Administrative Agent and the Joint Lead Arrangers, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless againstJoint Lead Arrangers, any documentary taxes, assessments Issuing Bank or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteall Lenders (but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for the Administrative Agentsall out- of-pocket expenses incurred by any Agent, the Issuing Banks Fronting Bank, the Swingline Lenders and the Paying Collateral Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agentsany Agent, the Issuing BanksFronting Bank, the Paying Swingline Lenders, the Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Shearman Cravath, Swaine & SterlingMoorx, counsel xxunsel for the Administrative Agents, the Issuing Banks Collateral Agent, and the Paying AgentFronting Bank and of local counsel, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges and disbursements of any other one firm outside counsel for the Administrative Agents, Lenders (taken as a group) in each jurisdiction in which the Issuing Banks, the Paying Agent or any LenderLenders elect to engage counsel. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing BanksFronting Bank, the Paying Swingline Lenders, the Collateral Agent and the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery and/or recordation of this Agreement or any Note.of the other Loan Documents. 115 110

Expenses; Indemnity. (a) The Borrower agrees and each Guarantor Holdings agree, jointly and severally, to pay all reasonable and documented (in summary form) out-of-pocket fees, costs, disbursements and expenses (i) incurred by the Administrative Agent (including (and limited, in the case of counsel, to) all reasonable fees, costs, disbursements and other charges expenses of counsel for the Administrative AgentsAgent’s outside counsel, K&S, and, to the Issuing Banks and extent necessary, one firm of local counsel engaged by the Paying Administrative Agent incurred in connection with the preparation of this Agreement Loan Parties’ Chapter 11 Cases), the Collateral Agent, Moelis and the other Issuing Bank in connection with the negotiations, preparation, execution and delivery of the Loan Documents, including, without limitation, all due diligence, transportation, computer, duplication, messenger, audit, insurance, appraisal, valuation and consultant costs and expenses, and all search, filing and recording fees, incurred or sustained by the Administrative Agent and its counsel and professional advisors in connection with the DIP Facility, the Loan Documents or in connection with any amendmentsthe transaction contemplated thereby, modifications or waivers the administration of the provisions hereof DIP Facility and any amendment or thereof waiver of any provision of the Loan Documents, (whether or not the transactions hereby or thereby contemplated shall be consummated) and or (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, in each case, including the reasonable fees, charges and disbursements and other charges of Shearman & SterlingK&S, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other one firm of local counsel for the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent Lender and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteother professional advisors.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable and documented out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Agents in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination, appraisals and field examinations and the preparation of reports based thereon and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the such transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agenthereunder and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable and documented expenses of Xxxx Xxxxxxxx LLP and the reasonable and documented allocated costs of internal counsel for the Administrative Agents, the Joint Lead Arrangers, any Issuing Banks, the Paying Agent Bank or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents); provided that, absent any conflict of interest, the Issuing Banks, the Paying Agent Agents and the Lenders fromJoint Lead Arrangers shall not be entitled to indemnification for the fees, and hold them harmless against, any documentary taxes, assessments charges or similar charges made by any Governmental Authority by reason disbursements of the execution and delivery of this Agreement or any Notemore than one counsel in each jurisdiction.

Expenses; Indemnity. (a) The Borrower Each Euro Loan Party (jointly and -------------------- severally to the extent legally permissible) agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agents and the Syndication Agent and their respective Affiliates, including the reasonable fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agent incurred any other U.S. and non-U.S. local counsel in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and ), (ii) 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 and (iii) all out-of-pocket expenses incurred by the Joint Lead Arrangers, the Agents, the Issuing BanksSyndication Agent, the Paying Agent Issuing Bank or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and (including their rights under this Section), the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans or Letters of Credit, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative Agents, the Issuing BanksSyndication Agent, the Paying Agent Joint Lead Arrangers, the Issuing Bank or any Lender. The Borrower further agrees ; provided, however, ------------------ that it the Euro Loan Parties shall indemnify not be obligated to pay for expenses incurred by a Lender in connection with the Administrative Agents, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason sale of the execution and delivery of this Agreement or any NoteLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks and the Paying Swingline Lender, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent incurred and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agent incurred in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Joint Lead Arrangers, Administrative AgentsAgent, the Collateral Agent, the Issuing BanksBank, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans or Letters of Credit, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Collateral Agent, the Joint Lead Arrangers, the Issuing Banks, the Paying Agent Bank or any Lender. The , provided, however, that the Borrower further agrees that it shall indemnify not be obligated to pay for expenses incurred by a Lender in connection with the Administrative Agents, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason sale of the execution and delivery of this Agreement or any NoteLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments, administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence, initial and ongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, mortgage recordings, title registrations, UCC filings and other filings in connection with the creation and perfection of the Liens of the Collateral Agent (and the priority thereof) as contemplated hereby or other Loan Documents and the reasonable fees, disbursements and charges of no more than one counsel in each jurisdiction where Collateral is located) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not such amendment, waiver or modification is approved by the transactions hereby contemplated shall be consummated) applicable Lenders), including the reasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and the reasonable fees, charges and disbursements of one local counsel per applicable jurisdiction; and (ii) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, a single counsel for the Administrative Agentsall such persons, the Issuing Banks and the Paying Agenttaken as a whole (and, in connection the case of an actual or perceived conflict of interest where such person affected by such conflict informs Intermediate Holdings of such conflict and thereafter retains its own counsel with any Intermediate Holdings’ prior written consent (not to be unreasonably withheld), of another firm for such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteaffected person).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arranger in connection with the syndication of the credit facilities provided for herein (iincluding any assignment fees payable in connection with the initial syndication of the facility pursuant to an electronic settlement system) and the reasonable preparation (provided that such fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Xxxxxx & Xxxxxxx LLP in connection with such preparation of this Agreement, the preparation Second Lien Credit Agreement, the Loan Documents and the Second Lien Loan Documents, together with associated local counsel fees, title insurance, real estate costs, disbursements and out-of-pocket expenses shall not in the aggregate exceed $220,000) and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arranger or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued Term Loans made hereunder, including in each case the reasonable fees, disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arranger or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentsAgent, the Issuing Banks and the Paying Collateral Agent incurred in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Revolving Facility Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) consummated and whether or not any such amendment, modification or waiver is effective), including the reasonable and documented fees, out-of-pocket charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and Xxxxxxxx Xxxxxxx, Maine counsel for the Administrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable and documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks Agent (including any special and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notelocal counsel).

Expenses; Indemnity. (a) The Borrower Each Euro Loan Party (jointly and severally to the extent legally permissible) agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agent incurred any other U.S. and non-U.S. local counsel in connection with the syndication of the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and ), (ii) 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 and (iii) all out-of-pocket expenses incurred by the Joint Lead Arrangers, the Agents, the Issuing Banks, the Paying Agent Bank or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and (including their rights under this Section), the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans or Letters of Credit, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative Agents, the Issuing BanksJoint Lead Arrangers, the Paying Agent Issuing Bank or any Lender. The Borrower further agrees ; provided, however, that it the Euro Loan Parties shall indemnify not be obligated to pay for expenses incurred by a Lender in connection with the Administrative Agents, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason sale of the execution and delivery of this Agreement or any NoteLoans to a Participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) ------------------- all reasonable out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender of the Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement and or any of the 109 other Loan Documents or in connection with the Advances Loans made or the Notes or Letters of Credit issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees, fees and disbursements and other charges of Shearman & Sterling, counsel for the Administrative AgentsAgent and only upon the occurrence and continuance of an Event of Default field examination expenses and charges (provided, however, that so long as no Event of -------- ------- Default shall be in existence, the Issuing Banks and Agent shall not conduct more than one field examination in any Fiscal Year which shall be at the Paying Agent's expense) and, in connection with any such enforcement or protection and protection, the reasonable fees, fees and disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Lenders. The Borrowers shall not be obligated to reimburse Agent or any LenderLender with respect to the syndication of the Loans, other than in connection with amendments which increase the Total Commitment or result in additional Loans being available to any Borrower). The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and indemnifies the Lenders from, from and agrees to hold them harmless against, against any documentary taxes, assessments or similar charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or any Notethe Notes.

Expenses; Indemnity. (a) The Domestic Borrower agrees to pay all reasonable and documented out-of-pocket expenses (iincluding Other Taxes) incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Agents in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Domestic Borrower and the reasonable fees, disbursements and the charges for no more than one primary counsel and one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agents and the Paying AgentJoint Lead Arrangers, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel) (including the reasonable and documented allocated costs of internal counsel for the Administrative Agents, the Joint Lead Arrangers, any Issuing Banks, the Paying Agent Bank or any Lender (but no more than one such counsel for any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note)).

Expenses; Indemnity. (a) The Borrower agrees to Borrowers shall pay all Expenses promptly upon request. For the avoidance of doubt, and without limiting the foregoing, the Borrowers shall pay (i) all Expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements and other charges of one outside counsel for the Administrative AgentsAgent and its Affiliates, the Issuing Banks and the Paying Agent incurred in connection with the negotiation, preparation and administration of this Agreement and the other Loan Documents or in connection with and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated in this Agreement or any other Loan Document or any amendment, modification or waiver thereof shall be consummated) ), including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and its Affiliates; (ii) all Expenses of the Administrative Agent and its Affiliates relating to administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (iii) subject to the limits of Section 4.10, all Expenses of the Administrative Agent and its Affiliates related to any examination or appraisal that is in accordance with the terms of this Agreement with respect to any Loan Party or Collateral by the Administrative Agent’s personnel or a third party; and (iv) all Expenses (including the reasonable out-of-pocket expenses fees, charges and disbursements of one outside counsel) incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section, or in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable feesall such Expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLoans.

Expenses; Indemnity. (a) The Borrower Company agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks Agent and the Paying Agent incurred Deposit Bank in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Agents in connection with the syndication of the Commitments (including expenses incurred prior to the Restatement Effective Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunderhereunder and of the Agents, of each Issuing Bank and Swingline Lender in connection with the Back-Stop Arrangements entered into by such Person, including the reasonable fees, charges and disbursements and other charges of Shearman Cahixx Xxxxxx & SterlingXeinxxx XXX, counsel for the Administrative AgentsAgent and Deposit Bank, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless againstJoint Lead Arrangers, any documentary taxes, assessments Issuing Bank or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteall Lenders (but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to pay (i) the all reasonable fees, disbursements and other charges of counsel for out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent, the Syndication Agent and the Paying Agent incurred Arrangers in connection with the syndication of the Commitments and Loans and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Syndication Agent the Arrangers or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued Loans made hereunder, including without limitation, the reasonable fees, charges and disbursements and other charges of Shearman & SterlingSterling LLP, as counsel to the Administrative Agent and the Collateral Agent and any other local or foreign counsel for the Administrative AgentsAgent or the Collateral Agent, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender. The Borrower further agrees that it Expenses payable under this clause shall indemnify include, without limitation, as expenses incurred in connection with the protection of the rights of the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Arrangers, the Syndication Agent or any Lender, the fees, charges and disbursements of Shearman & Sterling LLP, as counsel to the Administrative Agent. Notwithstanding the foregoing, the Borrowers’ and Holdings’ obligation to reimburse the fees and expenses of outside counsel under this Section 9.05(a) shall be limited to one firm of counsel for the Arrangers, the Administrative Agent, the Syndication Agent and the Lenders fromLenders, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrowers of such conflict and hold them harmless againstthereafter retains its own counsel for such affected party, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteeach such additional retained counsel.

Expenses; Indemnity. (ae) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the 2013 Amendment Effective Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower’s reimbursement only with the Borrower’s prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Advances Loans made hereunder or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the 2011 Amendment Effective Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower’s reimbursement only with the Borrower’s prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Advances Loans made hereunder or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, CGMI and their Affiliates, including the reasonable fees, charges and disbursements and other charges of counsel for the Administrative AgentsCahill Gordon & Reindel LLP, the Issuing Banks and the Paying Agent incurred counsex xxx xxx Xxxinixxxxxxxe Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Administrative AgentsAgent, the Collateral Agent, the Issuing Banks, the Paying Agent Bank or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterlingsuch Loans or Letters of Credit, counsel for the Administrative Agents, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent, the Collateral Agent, the Joint Lead Arrangers, the Issuing Banks, the Paying Agent Bank or any Lender. The Borrower further agrees ; provided, however, that it the Borrowers shall indemnify not be obligated to pay for expenses incurred by a Lender in connection with the Administrative Agents, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason sale of the execution and delivery of this Agreement or any NoteLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Canadian Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers and their affiliates in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Cxxxxx Xxxxxx & SterlingRxxxxxx llp, counsel for the Administrative AgentsAgent, and Osler, Hxxxxx & Harcourt LLP, special Canadian counsel to the Issuing Banks and the Paying Administrative Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent any L/C Issuer or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the all Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note(but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers and the Issuing Banks, including the reasonable fees, charges and disbursements and other charges of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Agent incurred Collateral Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that, the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Lxxxxx & SterlingWxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Collateral Agent, the Arrangers, the Issuing Banks, the Paying Agent Banks or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.171

Expenses; Indemnity. (a) The Borrower Issuer agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentsPaying Agent, the Issuing BanksCollateral Agent and the Purchasers (A) in connection with the preparation of this Agreement and the other Note Documents; provided, however, that the Issuer shall not be required to pay, or be liable or responsible for, any fees, charges, expenses or any other amounts with respect to the preparation of this Agreement and the other Note Documents that, individually or in the aggregate, exceed $65,000; and (B) in connection with the administration of or any amendments, modifications or waivers of the provisions of this Agreement or the other Note Documents (whether or not the transactions hereby or thereby contemplated shall be consummated); and (ii) all expenses incurred by the Paying Agent, the Paying Collateral Agent or any Lender the Purchasers in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Note Documents or in connection with the Advances or purchase of the Letters of Credit issued Notes hereunder, including (1) the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, Sidley Austin LLP as counsel for the Administrative AgentsPaying Agent, the Issuing Banks Collateral Agent and the Paying AgentPurchasers, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other expert or counsel for the Administrative AgentsPaying Agent, the Issuing Banks, the Paying Collateral Agent or the Purchasers, (2) any Lender. The Borrower further agrees that it shall indemnify expenses incurred to preserve the Administrative Agentsvalue of the Collateral or the validity, perfection, rank or value of any lien granted under the Issuing BanksCollateral Documents, (3) the Paying redemption, collection, sale or other disposition of any Collateral, (4) the exercise by the Collateral Agent of any of its rights or powers under the Collateral Documents and (5) the Lenders from, and hold them harmless against, amount of any documentary taxes, assessments or similar charges made by any Governmental Authority other than Excluded Taxes, that the Collateral Agent may have been required to pay by reason of the execution and delivery of this Agreement liens granted under the Collateral Documents or to free any NoteCollateral from any other lien thereon.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Amendment Effective Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower's reimbursement only with the Borrower's prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Advances Loans made hereunder or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative AgentsAgent, the Issuing Banks Fronting Bank, the Swingline Lender and the Paying Collateral Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Swingline Lender, the Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Shearman Cravath, Swaine & SterlingMoorx, counsel xxunsel for the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying AgentFronting Bank and of local counsel, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges and disbursements of any other counsel for the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Swingline Lender, the Collateral Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Agent and Swingline Lender, the Collateral Agent, the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery and/or recordation of this Agreement or any Noteof the other Loan Documents.

Expenses; Indemnity. (a) The Canadian Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers and their affiliates in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent or Agents and any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Caxxxx Xxxxxx & SterlingRexxxxx xlp, counsel for the Administrative AgentsAgent, and Osler, Hoxxxx & Harcourt LLP, special Canadian counsel to the Issuing Banks and the Paying Administrative Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any one other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent any L/C Issuer or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the all Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note(but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Lenders in connection with the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Documents, including its rights under this Section 9.05, or in connection with the Advances or the Letters of Credit Loans made issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, charges and disbursements of Xxxxxxxx & Xxxxx LLP, the fees, charges and other charges disbursements of Shearman & SterlingXxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent (and one local bankruptcy counsel for the Administrative Agent and the Collateral Agent), and the fees, charges and disbursements of the Lender Financial Advisor and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements of one counsel in each relevant jurisdiction (and other charges any such additional counsel, if necessary, as a result of any other counsel actual or potential conflicts of interest) for the Administrative AgentsAgent, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Collateral Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLenders.

Expenses; Indemnity. (a) The Term Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) the reasonable fees, disbursements and other charges of counsel for incurred by the Administrative Agents, the Issuing Banks and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Initial Lenders in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions -141- hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman White & SterlingCase LLP, counsel for the Administrative Agents, the Issuing Banks Administration Agent and the Paying AgentJoint Lead Arrangers and Xxxxx & XxXxxxxx, special German counsel to the Administrative Agent and the Joint Lead Arrangers, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless againstJoint Lead Arrangers, any documentary taxes, assessments Issuing Bank or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Noteall Lenders (but no more than one such counsel for all Lenders).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all out-of-pocket expenses incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative AgentsAgent, the Issuing Banks Fronting Bank, the Swingline Lender and the Paying Collateral Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Swingline Lender, the Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Shearman Cravath, Swaine & SterlingXxxxx, counsel for the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying AgentFronting Bank and of local counsel, and, in connection with any such enforcement or protection and protection, the reasonable fees, disbursements and other charges and disbursements of any other counsel for the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Swingline Lender, the Collateral Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative AgentsAgent, the Issuing BanksFronting Bank, the Paying Agent and Swingline Lender, the Collateral Agent, the Lenders from, from and hold them harmless against, against any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery and/or recordation of this Agreement or any Noteof the other Loan Documents.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arrangers, including the reasonable fees, charges and disbursements and other charges of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Agent incurred Collateral Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arrangers or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued Term Loans made hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Lxxxxx & SterlingWxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks Agent and the Paying Collateral Agent, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Issuing BanksCollateral Agent, the Paying Agent Syndication Agent, the Arrangers or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) the reasonable fees, disbursements and other charges of counsel for to pay or reimburse the Administrative Agents, the Issuing Banks Agent and the Paying Agent SoleJoint Lead ArrangerArrangers for all their out-of-pocket costs and expenses incurred in connection with the preparation development, preparation, negotiation and execution and, with respect to the Administrative Agent only, administration, of this Agreement and the any other Loan Documents Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of Hunton Xxxxxxx Xxxxx LLP, counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent for all their costs and expenses incurred in connection with any amendmentsamendment, modifications supplement or waivers modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the reasonable legal fees and disbursements of a single law firm serving as counsel to the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) Administrative Agent, but excluding all other legal fees and disbursements, and (iiiii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent and any Lender, including the Issuing Banksfees, charges and disbursements of any counsel for the Paying Administrative Agent or and any Lender such Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of Shearman & Sterling, counsel for the Administrative Agents, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any NoteLoans.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger and the Issuing Banks, including the reasonable fees, charges and disbursements and other charges of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agent incurred in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) and (ii) pursuant to its obligations under this sentence only. The Borrower also agrees to pay all reasonable documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Arranger, the Issuing Banks, the Paying Agent Banks or any Lender in connection with the enforcement or protection of their its rights in 151 US-DOCS\104110541.24 connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxxx & SterlingXxxxxxx LLP, counsel for the Administrative Agents, the Issuing Banks and the Paying AgentAgent and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel (including special workout counsel) for the Administrative AgentsAgent, the Collateral Trustee, the Arranger, the Issuing Banks, the Paying Agent Banks or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note.

Expenses; Indemnity. (a) The Lender agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Lenders and, in an amount not to exceed $50,000, the Borrower in connection with the preparation of this Agreement and the other Loan Documents, including the fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Lenders and the Borrower.1 The Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Lenders in connection with the preparation administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) thereof. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender the Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Advances or making of the Letters of Credit issued Loans hereunder, including (1) the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, counsel for the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying AgentLenders, and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other expert or counsel for the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or the Lenders, (2) any Lender. The Borrower further agrees that it shall indemnify expenses incurred to preserve the Administrative Agentsvalue of the Collateral or the validity, perfection, rank or value of any lien granted under the Issuing BanksCollateral Documents, (3) the Paying redemption, collection, sale or other disposition of any Collateral, (4) the exercise by the Collateral Agent of any of its rights or powers under the Collateral Documents and (5) the Lenders from, and hold them harmless against, amount of any documentary taxes, assessments or similar charges made by any Governmental Authority other than Excluded Taxes, that the Collateral Agent may have been required to pay by reason of the execution and delivery of this Agreement liens granted under the Collateral Documents or to free any NoteCollateral from any other lien thereon.

Expenses; Indemnity. (a%3) The Borrower agrees Loan Parties agree, jointly and severally, to pay (i) the all reasonable fees, disbursements and other charges of counsel for documented out-of-pocket expenses incurred by the Administrative AgentsAgent, the each Collateral Agent and each Issuing Banks and the Paying Agent incurred Bank in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) ); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (ii) in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all reasonable documented and out-of-pocket expenses incurred by (%4) the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender Collateral Agent in connection with the enforcement or protection of their its rights or the rights of the Lenders or the other Secured Parties in connection with this Agreement and the other Loan Documents or in connection with the Advances Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements and other charges of Shearman Cravath, Swaine & SterlingXxxxx LLP, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agentand, in connection with any such enforcement or protection and protection, the reasonable and documented fees, charges and disbursements and other charges of any other counsel for the Administrative AgentsAgent and (%4) the Lenders in connection with any formal legal action actually taken by, or at the request of, the Issuing BanksRequired Lenders, to enforce or protect their rights under the Paying Agent Credit Agreement or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agentsother Loan Documents, limited, in the Issuing Bankscase of this clause (ii), the Paying Agent to reasonable and documented fees, charges and disbursements of one firm of counsel for all such Lenders and the reasonable and documented fees, charges and disbursements of one additional firm of counsel for all such Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notein each relevant jurisdiction.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) the all reasonable fees, disbursements and other charges of counsel for out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentsAgent, the Issuing Banks Collateral Agent and the Paying Agent incurred Designated Lender in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent, the Collateral Agent or the Designated Lender in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) ), including the reasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP, counsel for the Agents, and Xxxxxxx XxXxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, counsel for the Designed Lender, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction for the Agents and the Designated Lender as a group (and one additional Canadian counsel for the Designated Lender); and (ii) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative AgentsAgent, the Issuing Banks, the Paying Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances or the Letters of Credit issued Loans made hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman & Sterling, counsel for the Administrative AgentsAgent, the Issuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Issuing Banks, the Paying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Collateral Agent and the Lenders from, Designated Lender (including any special and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notelocal counsel).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (iincluding Other Taxes) incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agents, the Issuing Banks and the Paying Agent incurred Agents in connection with the preparation of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the syndication of the Participation Obligations or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses or incurred by the Administrative Agents, the Issuing Banks, the Paying Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Advances or the Letters of Credit issued outstanding hereunder, including the reasonable fees, charges and disbursements and other charges of Shearman Xxxxx Xxxx & SterlingXxxxxxxx LLP (including any financial advisor thereto or retained thereby), (counsel for the Administrative Agents, the Issuing Banks Agents and the Paying AgentLead Arranger), Holland and Xxxx (special mining counsel for the Agents and Lenders), Xxxxx Figa & Will P.C., (special mining counsel in Wyoming for the Agents and Lenders) and XxXxxxx Xxxxx LLP, (local Virginia counsel for the Agents and Lenders), and, in connection with any such enforcement or protection and protection, the reasonable fees, charges and disbursements and other charges of any other counsel, including the reasonable fees, charges and disbursements of counsel for the Administrative Agents, the Lead Arranger, any Issuing Banks, the Paying Agent Bank or any Lender (but no more than one outside counsel for any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Issuing Banks, the Paying Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Note).