directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives in the performance of Apollos obligations hereunder, whether incurred before, on or prior to the date hereof, including out-of-pocket expenses incurred in connection with the Merger Agreement and the other agreements and documents contemplated by the Merger Agreement, and the financing in connection with the transactions contemplated by the Merger Agreement, and each of the documents referred to therein, contemplated thereby or executed in connection therewith, but without duplication, in each case, of any expenses of the that the Company has reimbursed, or is under the obligation to reimburse, pursuant to Section 4(b) of the Transaction Fee Agreement dated as of April 27, 2016, 2016. The parties acknowledge that such amounts shall be in addition to the fees payable to Apollo pursuant to Section 4(a) of this Agreement. Notwithstanding the foregoing, Apollo may instruct the Company to pay, or cause one or more of its subsidiaries to pay, directly to any third party any amount that would otherwise be required to be paid to Apollo pursuant to the first sentence of this Section 4(c) of this Agreement.
(d) Nothing in this Agreement shall have the effect of prohibiting Apollo, its Affiliates or any of its or its Affiliates limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives from receiving from Holdings, the Company or any other member of the Company Group, any other fees, including any fee payable upon the consummation of the transactions contemplated by the Merger Agreement pursuant to that certain Transaction Fee Agreement, dated as of the date hereof, by and among Holdings, the Company and Apollo Global Securities, LLC (the Transaction Fee Agreement) or this Agreement.
(e) Reference is made to that certain First Lien Credit Agreement, dated as of the date hereof, by and among Holdings, Pomegranate Merger Sub, Inc. (Merger Sub), the Lenders party thereto, and Barclays Bank PLC, as Administrative Agent and that certain Indenture, dated as of the date hereof, by and among Merger Sub, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as trustee (each as amended, restated, supplemented or otherwise modified from time to time, the Debt Documents). Any portion of the fees payable to Apollo under this Agreement (including the Consulting Fee) which the Company is prohibited from paying to Apollo under the Debt Documents shall be deferred and shall be payable at the earliest time permitted under the Debt Documents or upon the payment in full of all obligations under the Credit Agreements. The Company shall notify Apollo if the Company or its subsidiaries shall be unable to pay any fees pursuant to the Debt Documents on each date on which the Company would otherwise make a payment of fees under this Agreement to Apollo.
(f) All amounts payable to Apollo hereunder shall be paid in cash and in U.S. dollars by wire transfer in immediately available funds to the bank account designated by Apollo.
(g) Apollo may, at its sole discretion, waive or defer, in full or in part, payment of the Consulting Fee by providing written notice to such effect to the Company. The Company shall not claim a deduction on any tax return (i) for any such fee waived by Apollo and (ii) for any such fee deferred by Apollo until actually paid to Apollo, if at all.
Section 5. Indemnification; Limitation on Damages
(a) The Company shall indemnify and hold harmless Apollo, its Affiliates, and all of its and its Affiliates limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an Indemnified Party) on demand from and against any and all losses, claims,