Form 8-K BRIGHT HORIZONS FAMILY For: November 23

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ARTICLE 10.04 Lawyer fees, expenses and taxes. The Borrower undertakes (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Arrangers for any reasonable and documented amount. from your pocket the costs and expenses incurred (immediately after the written request to this effect, as well as the supporting documents in support of this reimbursement request) in connection with the preparation, negotiation, syndication and execution of the this Agreement, the 2021 Amendment Agreement and other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and therein (whether or not the contemplated transactions are consummated ), and the consumption and administration of the transactions contemplated herein and so, including all attorney fees, which will be limited to Cravath, Swaine & Moore LLP and, if necessary, a local consulting firm in any jurisdiction concerned, and (b) after the Effective Date of 2021, upon presentation of a summary statement, accompanied by any supporting documents reasonably requested by the Borrower, to promptly pay or repay the A Administrative gent, the Syndication Agent, the Arrangers and each Lender for all reasons file and documented from your pocket costs and expenses incurred in exercising any right or remedy under this Agreement, the 2021 Amendment Agreement or other Loan Documents (including all such costs and expenses incurred in the course of any legal proceedings, including any proceedings under any Debtor Relief Act, and including any attorney’s fees, which shall be limited to the attorney’s fees of an attorney for the administrative agent and lenders taken as a whole (and, if necessary, from a local law firm of the administrative agent and lenders taken as a whole in any competent jurisdiction and, only in the event of an actual or potential conflict of interest, additional advice in each relevant jurisdiction for each group of people affected in a similar situation taken as a whole)). The agreements of this article 10.04 shall survive the termination of global commitments and the repayment of all other obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting out such expenses in reasonable detail;
provided that, with respect to the Effective Date of 2021, all amounts due under this Section 10.04 shall be paid on the Effective Date of 2021 to the extent invoiced to the Borrower within three (3) Business days before the Effective Date of 2021. If a Loan Party fails to pay any costs, expenses or other amounts payable by it hereunder hereunder or any loan document when due, this amount may be paid on behalf of that loaned party by the Administrative Agent at its sole discretion. This article 10.04 will not apply to the compensated taxes or to the excluded taxes, which, in each case, will be governed by article 3.01. This article 10.04 will not apply either to the taxes covered by article 3.04.

ARTICLE 10.05 Compensation by the borrower. Whether the transactions contemplated herein (including by the 2021 Amending Agreement) are concluded or not, the Borrower will indemnify and hold harmless each person related to the agent, each lender and their subsidiaries, directors, officers. , employees, legal advisers, agents, trustees, investment advisers and factor-lawyers (collectively the ??Indemnities??) of and against all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including attorney fees, but limited, in the case of costs and legal expenses, at reasonable and documented
from your pocket fees, disbursements and other costs of counsel to all claimants taken as a whole and, if reasonably necessary, to a local consulting firm in each relevant jurisdiction, and only in the event of a conflict of interest actual or potential, additional advice in each relevant jurisdiction to each group of Claims affected in a similar situation) of any kind that may at any time be imposed, incurred by or claimed against such Indemnity in any way. either in connection with or arising out of or in connection with (a) the execution, delivery, execution, execution or administration of any loan document or any other agreement, letter or instrument delivered in connection with transactions contemplated by it or the completion of transactions contemplated by it, (b) any commitment, loan or letter of credit or the proposed use or use of the proceeds thereof (including to (refusal of an L / C issuer to honor a request for payment under a letter of credit if the documents presented in connection with such a request do not strictly comply with the terms of that letter of credit) , or (c) any actual or suspected presence or release of hazardous materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Party to the Loan, or any Environmental Liability related in any way whether to the Borrower, any Subsidiary or any other Party to the loan, or (d) any claim, dispute, investigation or proceeding, actual or potential, relating to any of the foregoing, whether on the basis of a contract, tort or any other theory (including any investigation, preparation or defense of any pending or threatened claim, investigation, dispute or proceeding) and regardless of whether an indemnified party is there or not (all of the above, collectiv of course, the ??Liabilities indemnified??), in all cases, whether or not caused by or resulting, in whole or in part, from the negligence of the Indemnity; provided such indemnity will not be available, as for any indemnified person, to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, lawsuits, costs, expenses or disbursements result from: (x ) gross negligence, bad faith or willful misconduct, or material breach of the loan document by any such indemnified party or by any affiliate, director, officer, employee, attorney, agent or lawyer, in fact

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