Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. The Borrower agrees to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Agents and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and special external the Borrower) and (x) if reasonably necessary, of a single firm of local counsel to the Lenders in each relevant jurisdiction and the fees and expenses (y) if there is an actual conflict of special external interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in connection with collateral issues but each case, excluding any amounts Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for services rendered by internal all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, any Joint Lead Arranger or any Joint Bookrunner in their respective capacities as such, subject to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and each Lender any of its Subsidiaries in connection with enforcement the Transactions. No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation information or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iii) a fee agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated: (a) to pay, upon demand, pay or reimburse the Agent for all its reasonable costs and out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationpreparation and execution of, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver supplement or consent relating hereto modification to, this Agreement, the other Loan Documents and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender other documents prepared in connection with enforcement herewith or therewith, and the consummation and administration of the Credit Documents transactions contemplated hereby and thereby (including the documents and instruments referred transactions to therein, including but not limited to, any work-out, re-negotiation or restructure relating to occur on the performance by the Borrower under this Credit AgreementClosing Date), including, without limitation, in connection with any such enforcementaudit fees, appraisal fees, the reasonable fees and disbursements of outside counsel to the Agent (including local counsel to the Agent) and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, and with respect to the foregoing, without duplication thereof, the allocated reasonable costs of internal counsel to the Agent, (b) to pay or reimburse the Agent for all of the reasonable costs and expenses of the Agent of creating, perfecting, recording, maintain and preserving Liens created or purported to be created under the Loan Documents, (c) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demandLender, for the separate account of Agent, audit, appraisal, all its reasonable costs and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceeding, including, without limitation, reasonable legal fees and disbursements of outside counsel to the Agent and each financial audit performed by personnel employed by AgentLender and, without duplication, the allocated reasonable cost of internal counsel to the Agent and each Lender, (iid) to pay, and indemnify and hold harmless each Lender and the Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if implementedany, a one time charge which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal any of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateraltransactions contemplated by, or any portion thereofamendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, (e) to assess pay all reasonable costs and expenses of the Borrower's Agent and the Lenders incurred in connection with the inspections contemplated by Section 5.07 and (f) in addition to the payment of the expenses referred to in the preceding clauses (a) – (e), to indemnify, pay and hold harmless, the Agent and each Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and any Affiliates of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, provided, that the Borrower shall have no obligation hereunder to the Agent or any Lender with respect to Indemnified Liabilities arising primarily from the gross negligence or willful misconduct of its Subsidiaries'the Agent or such Lender as determined by a court of competent jurisdiction in a final non-appealable judgment. Notwithstanding the foregoing, in any dispute between the Lenders or Agent and the Borrower concerning this Agreement, the Notes or any other Loan Document, neither the Lenders, Agent nor Borrower shall be responsible or liable to the other party, or any other person for any special, indirect, consequential, incidental or punitive damages (other than, in the case of Borrower, in respect of any such damages incurred or paid by any Indemnitee to a third party). The agreements in this Section shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder. To the extent duplicative of the payments under Section 2.09, this Section 9.05 shall not apply to Taxes.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of outside legal counsel for the Lenders and the Agents (including the reasonable fees, disbursements and other changes of Xxxxx Xxxx & Xxxxxxxx LLP, as primary outside legal counsel for the Lenders and the Agents) and the reasonable fees, disbursements and other charges of FTI Consulting, Inc., as financial advisor to the Lenders, (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent relating to any proceeding relating to this Agreement, any other Loan Document, the Transactions or any related transactions, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for the Agents and their Related Parties (taken as a whole), and one primary counsel for the Lenders and their Related Parties (taken as a whole), and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for the Agents and their Related Parties (taken as a whole) and a single firm of local counsel in each appropriate jurisdiction for the Lenders and their Related Parties (taken as a whole) (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), with respect to the (i) execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents or (ii) any violation of, noncompliance with or liability under any Environmental Law or any actual or alleged presence, release or threatened release of Hazardous Materials, in each case, involving, attributable to, or otherwise relating to, the Borrower, any of its Subsidiaries or any of its property (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent (1) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (i) the negotiationgross negligence, preparationbad faith or willful misconduct of the party to be indemnified or (ii) any material breach of any Loan Document by the party to be indemnified (other than a material breach by any Agent in its capacity as such unless such material breach resulted from gross negligence, execution and delivery bad faith or willful misconduct of the Agent or its Related Parties) or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Credit Section 9.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and the other Credit Documents and the documents and instruments referred to therein non-appealable decision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the reasonable fees Closing Date). The agreements in this Section 9.05 shall survive repayment of the Loans and expenses of special external counsel to the Agent and special external counsel to the Lenders all other amounts payable hereunder, and the fees and earlier resignation or removal of any Agent. This Section 9.05 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver kind or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents nature whatsoever resulting from or related to any worka non-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, a one time charge of $3,000 plus including all such out-of-pocket costs and expenses for expenses for incurred during any workout or restructuring and including the establishment reasonable fees, disbursements and #89832380v1 -163- other charges of electronic collateral reporting systemsone firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay all reasonable and documented fees, costs and expenses of Xxxxx Xxxx, as counsel to the Amendment No. 1 Consenting Lenders, incurred in connection with the enforcement or preservation of any rights under this Agreement, Amendment No. 1, the other Credit Documents and any such other documents, including all such fees, costs and expenses incurred during any workout or restructuring, provided that from and after the Amendment No. 1 Effective Date, in the event that Xxxxx Xxxx reasonably believes that such fees, costs and expenses will exceed $25,000 in the aggregate for any one month, Xxxxx Xxxx shall provide written notice thereof to the Borrower, along with a fee summary explanation of $1,500 per day per appraisersuch expected fees, plus costs and expenses for such month, (iv) to pay, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel relating to any acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')#89832380v1 -164-

Payment of Expenses; Indemnification. The Borrower agrees to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-re negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-of pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Agents and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and special external the Borrower) and (x) if reasonably necessary, of a single firm of local counsel to the Lenders in each relevant jurisdiction and the fees and expenses (y) if there is an actual conflict of special external interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in connection with collateral issues but each case, excluding any amounts Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for services rendered by internal all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, 185 litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, any Joint Lead Arranger or any Joint Bookrunner in their respective capacities as such, subject to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and each Lender any of its Subsidiaries in connection with enforcement the Transactions. No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation information or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Fourth Amendment Effective Date); provided that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which 186 indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iii) a fee agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers, jointly and severally, agree to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the either Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the either Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees Borrowers, jointly and severally, agree to pay, upon demand, for the separate account of the Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by the Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by the Agent if it 126 elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's Borrowers’ (or any of their Subsidiaries’) business valuation. The Borrowers, jointly and severally, shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or the transactions contemplated thereby, (ii) any actual or proposed use by one or more of the Borrowers of the proceeds of the Loans or (iii) the Agent’s, the Issuing Bank’s or the Lenders’ entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other action taken by one or more of the Borrowers or any of the Lenders in connection with compliance by CBI or any of its Subsidiaries', or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers’ obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers, jointly and severally, shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith against one or more Borrowers (or, in the case of the Agent, against any Lender, except to the extent that the claim or liability giving rise to such enforcement or defense is finally judicially determined to have resulted from the Agent’s own gross negligence or willful misconduct), (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing.

Payment of Expenses; Indemnification. (a) The Borrower agrees to pay, upon demand, to: (i) pay all reasonable out-of-pocket costs and expenses (A) of (a) the Administrative Agent and each Lender the Lenders in connection with (i) the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to of the Administrative Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counselLenders) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitationbut not limited to, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation renegotiation or restructure relating to the performance by the Borrower Credit Parties under this Agreement, (B) the development, negotiation, approval and consummation of the disclosure statement and the plan of reorganization of any of the Credit Agreement Parties and (bC) of the Administrative Agent and each Lender the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders (including the allocated costs of internal counselLenders). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, ; (ii) if implementedpermit the Administrative Agent to perform inventory and accounts receivable field audits at the Borrower's expense, a provided that unless an Event of Default shall be in existence the Borrower's obligation to reimburse the Administrative Agent for such field audits shall be limited to one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, such field audit each fiscal year; and (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for pay and hold each appraisal of the Collateral performed by personnel employed by Agent, Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (ivother than to the extent attributable to such Lender) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')pay such taxes.

Payment of Expenses; Indemnification. (a) The Borrower agrees to paypay or reimburse on a monthly basis (and in any event as required by the DIP Order), upon demandwithout the requirement of prior Bankruptcy Court approval and whether incurred before or after the Petition Date, (a) the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements (including recording and filing fees) and other charges of Xxxxx Xxxxx LLP, in its capacity as counsel to the Agents, and one counsel in each appropriate local jurisdiction (excluding any allocated costs of in-house counsel) and certain reasonable and documented out-of-pocket costs and expenses of Lenders as the Borrower may agree to pay or reimburse, and (ab) the each Issuing Bank and Agent for all its reasonable and each Lender documented out-of-pocket costs and expenses incurred in connection with (i) the negotiationenforcement or preservation of any rights under this Agreement, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and any such other documents, in each case, whether before or after the documents and instruments referred to therein (includingoccurrence of an Event of Default, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external one counsel, and one counsel in each appropriate local jurisdiction to the Administrative Agent, Collateral Agent and special external counsel the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may, with the Borrower’s consent (not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentbe unreasonably withheld or delayed), waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal retain its own counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries'),

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, all pay or reimburse the Administrative Agent and the Arranger for their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iincluding the charges of any Platform) and the negotiationAdministrative Agent in connection with development, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents (whether or not such amendment, supplement or modification is completed) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all reasonable and documented out-of-pocket costs and expenses related to creating, perfecting or preserving any of the Liens contemplated hereby or by the other Loan Documents and all reasonable fees and disbursements and other charges of one primary counsel to the Administrative Agent (and one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Guarantor is organized)), (b) to pay or reimburse each Lender and the Administrative Agent for reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents and instruments referred to therein (including in connection with any workout, restructuring or negotiations in respect thereof), including, without limitation, the reasonable and documented out-of-pocket fees and expenses disbursements of special external counsel to the Agent and special external one primary counsel to the Lenders and the fees Administrative Agent (taken as a whole), one local counsel in each relevant jurisdiction and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for similarly situated Lenders), (c) to pay, indemnify, or reimburse the Administrative Agent for, and expenses of special external counsel for hold the Administrative Agent in connection with collateral issues but excluding harmless from, any amounts for services rendered by internal counsel) and all Other Taxes and (iid) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, the Swing Line Lender, the Arranger, their respective affiliates, and their respective officers, directors, trustees, employees, partners, representatives, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold 153 each Indemnitee harmless from and against, any amendmentand all other liabilities, waiver obligations, actual losses, damages, penalties, actions, judgments, suits and reasonable and documented out-of-pocket costs, expenses or consent relating hereto disbursements of any kind or nature whatsoever with respect to the arrangement, syndication, execution, delivery, enforcement, performance or administration of this Agreement and thereto any of the other Loan Documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement use of proceeds of the Credit Documents Loans or any Environmental Claim, or the violation of, noncompliance with or liability under, any Environmental Law, applicable to the operations of Parent or any of its Subsidiaries or any of the Properties and the documents reasonable and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket expenses fees and disbursements and other charges of legal counsel (limited to one primary counsel to the Indemnitees taken as a whole, one local counsel in each relevant jurisdiction and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for similarly situated Indemnitees) in connection with any of the foregoing or in connection with any claims, actions or proceedings commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto and whether or not such matter is initiated by or against Parent, Holdings, Borrower or any of their respective Affiliates in connection with any of the foregoing (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), in each financial audit performed case, without regard to the exclusive or contributory negligence of any Indemnitee; provided, that the Borrower shall have no obligation hereunder to an Indemnitee with respect to Indemnified Liabilities to the extent (i) such Indemnified Liabilities are found by personnel employed by Agenta court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any director, officer, or employee of such Indemnitee, (ii) if implemented, such Indemnified Liabilities are found by a one time charge court of $3,000 plus outcompetent jurisdiction in a final non-of-pocket expenses for expenses for the establishment appealable judgment to have resulted from a material breach by such Indemnitee of electronic collateral reporting systemssuch Indemnitee’s obligations hereunder, (iii) a fee resulting from disputes solely among such Indemnitee and other Indemnitees (other than any claims (x) arising out of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal any act or omission of any Loan Party or any Affiliate of any Loan Party or (y) against any of the Collateral performed by personnel employed by Arranger or any Agent or any Affiliate thereof acting in their capacity as Arranger or Agent, and ) or (iv) settled by such Indemnitee without Parent’s and Borrower’s consent (provided, however, if at any time an Indemnitee shall have requested in accordance with this Agreement that you reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any claim, action or proceeding, the actual charges paid Parent and the Borrower shall be liable, on a joint and several basis, for any settlement of any claim, action or incurred proceeding effected without the written consent of the Parent and the Borrower if (x) such settlement is entered into more than 30 days after receipt by Agent the Parent and the Borrower of such request for reimbursement and (y) Parent or Borrower shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement; provided further, that if it elects to employ any such claim, action or proceeding is settled with the services written consent of one or more third Persons to perform financial auditsParent and Borrower, Parent and Borrower hereby agree, jointly and severally, to appraise indemnify and hold harmless each Indemnitee from and against any and all actual Indemnified Liabilities by reason of such settlement in accordance herewith). Without limiting the Collateralforegoing, and to the extent permitted by applicable law, Parent agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws (irrespective of the exclusive or contributory negligence of any Indemnitee), that any of them might have by statute or otherwise against any Indemnitee except to the extent such claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses are found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any director, officer, or employee of such Indemnitee. This Section 12.5 shall not apply with respect to Taxes other than any portion thereofTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (provided that the foregoing shall not in any event limit the indemnity and reimbursement obligations set forth in this Section 12.5 to the extent that any such indirect, consequential or punitive damages are included in any third party claim for which an Indemnitee is entitled to indemnification or reimbursement pursuant to this Section 12.5). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages have resulted from such Indemnitee’s gross negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements for amounts payable by the Borrower pursuant to this Section shall be submitted to the attention of the Chief Financial Officer (Telephone No. 000-000-0000) (Fax No. 000-000-0000), at the address of the Borrower set forth in Section 12.2, or to assess such other Person or address as may be hereafter designated by the Borrower's (or any Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of its Subsidiaries')the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, a one time charge of $3,000 plus including all such out-of-pocket costs and expenses for expenses for incurred during any workout or restructuring and including the establishment reasonable fees, disbursements and other charges of electronic collateral reporting systemsone firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), (iii) to pay all reasonable and documented fees, costs and expenses of Xxxxx Xxxx, as counsel to the 157 Amendment No. 1 Consenting Lenders, incurred in connection with the enforcement or preservation of any rights under this Agreement, Amendment No. 1, the other Credit Documents and any such other documents, including all such fees, costs and expenses incurred during any workout or restructuring, provided that from and after the Amendment No. 1 Effective Date, in the event that Xxxxx Xxxx reasonably believes that such fees, costs and expenses will exceed $25,000 in the aggregate for any one month, Xxxxx Xxxx shall provide written notice thereof to the Borrower, along with a fee summary explanation of $1,500 per day per appraisersuch expected fees, plus costs and expenses for such month, (iv) to pay, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the actual charges paid Borrower, any of its Subsidiaries or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsany other Person), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (v), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Restricted Subsidiaries'); provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers, jointly and severally, agree to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the either Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the either Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees Borrowers, jointly and severally, agree to pay, upon demand, for the separate account of the Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by the Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by the Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's Borrowers’ (or any of their Subsidiaries’) business valuation. The Borrowers, jointly and severally, shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or the transactions contemplated thereby, (ii) any actual or proposed use by one or more of the Borrowers of the proceeds of the Loans or (iii) the Agent’s, the Issuing Bank’s or the Lenders’ entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other action taken by one or more of the Borrowers or any of the Lenders in connection with compliance by CBI or any of its Subsidiaries', or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of any Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrowers’ obligations under this Section 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers, jointly and severally, shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith against one or more Borrowers (or, in the case of the Agent, against any Lender, except to the extent that the claim or liability giving rise to such enforcement or defense is finally judicially determined to have resulted from the Agent’s own gross negligence or willful misconduct), (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing.