Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. 15.4.1 The Company shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements of one firm or primary counsel for the Administrative Agent and of a single local counsel to the Administrative Agent and its Affiliates (taken as a whole) in each relevant material jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as (A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement, Agreement and the other Loan Investment Documents and (B) any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Investment Documents and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderLender (but limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented or invoiced out-of-pocket fees, expensescharges and disbursements of one primary counsel for the Administrative Agent and the Lenders (taken as a whole), disbursements and other charges and, of a single firm of local counsel for to the Lenders, Administrative Agent and the Lenders (taken as a whole and, to the extent necessary, a single firm of local counsel whole) in each appropriate local relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies informs the Company of any existence Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other additional primary firm of counsel for all such affected Person parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each appropriate relevant material jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Investment Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Each Loan Party shall jointly and severally pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including (a) the reasonable and documented fees, charges and disbursements of one firm counsel for Administrative Agent; (b) fees and charges of each consultant, inspector, and engineer; (c) appraisal, re appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or counsel examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by Administrative Agent, any Lender or L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (without duplication of other amounts required to be paid by Borrower hereunder): (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any L/C Issuer or, during the continuance of an Event of Default, the Lenders (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andany Lender or any L/C Issuer), to and shall pay all fees and time charges for attorneys who may be employees of the extent necessaryAdministrative Agent, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (andany L/C Issuer or, in during the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company continuance of any existence Event of such conflict and in connection with the investigatingDefault, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable and documented out of pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, which in the case of legal fees shall be limited consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the reasonable Platform and documented fees, charges and disbursements of one firm or counsel in connection with the structuringissuance of CUSIP numbers, arrangement and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, as well as (2) the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications, or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable out of pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred by during any Lenderworkout, which restructuring or negotiations in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence respect of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunderLoans.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or primary outside counsel for the Administrative Agent) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out‑of‑pocket expenses incurred by the case of legal fees shall be limited to Administrative Agent, any Lender or any L/C Issuer (including the reasonable and documented or invoiced out-of-pocket fees, expensescharges, disbursements and other charges of a single firm of (i) one primary outside counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of and one additional local counsel in each appropriate local relevant jurisdiction for the Administrative Agent, (which may include ii) one additional primary counsel, and one additional counsel in each relevant jurisdiction, for all other Indemnitees (taken as a single special counsel acting in multiple jurisdictionswhole) and (and, iii) solely in the case of an actual or perceived potential conflict of interest where interest, as determined by the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatingIndemnitees, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional counsel for such affected Person in each appropriate jurisdictionrelevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole)), any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent in each relevant jurisdiction,), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Bookrunners, Lead Arrangers or any Lender, which in the case of legal fees shall be limited to Lender (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of counsel for the Administrative Agent and the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that in the case of charges of outside counsel, such payment shall be limited to the fees, disbursements and other charges of (x) one transaction counsel, (y) if reasonably necessary (as determined by the Administrative Agent), one local counsel in each relevant jurisdiction and (z) if reasonably necessary (as determined by the Administrative Agent), regulatory and specialist counsel (and, in each case, in the case of an actual or a potential conflict of interest, (A) one additional counsel for each affected person (or group of persons) and (B) if necessary, one local, regulatory and/or specialist counsel for each affected person (or group of persons) in any relevant jurisdiction.

Costs and Expenses. 15.4.1 The Company Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (limited, which in the case of fees, charges and disbursements for legal fees shall be limited counsel, to the reasonable and documented fees, charges and disbursements of one firm or external counsel for the Administrative Agent and its Affiliates, taken as a whole, and of one local counsel in each applicable jurisdiction for the Administrative Agent and its Affiliates, taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent , which the L/C Issuer and the Lenders (limited, in the case of fees, charges and disbursements for legal fees shall be limited counsel, to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of one external counsel for the Lendersall such Persons, taken as a whole andwhole, to the extent necessary, a single firm and of one local counsel in each appropriate local applicable jurisdiction (which may include for all such Persons, taken as a single special counsel acting in multiple jurisdictions) (andwhole, and in the case event of an actual or perceived any conflict of interest where the Lenders interest, one additional external counsel to all similarly situated affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatingparties, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay pay, or cause to be paid, (i) all reasonable and documented out of out-of-pocket fees and expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be Arranger and their respective Affiliates (including but not limited to (a) the reasonable and documented fees, charges and disbursements of one firm outside legal counsel for the Administrative Agent and, if reasonably deemed necessary by the Administrative Agent or Arranger, one local counsel retained in any material jurisdiction and (b) due diligence expenses), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments and restatements, modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender, which in the case of legal fees shall be limited to Lender or any L/C Issuer (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict Lender and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.110.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Syndication Agent, any Arranger and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and the Arrangers, which shall be limited to one firm or special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of one special counsel for the Lenders, taken as a whole to all such parties and, to the extent necessarywhere appropriate, a single firm of one local counsel in each appropriate local applicable jurisdiction (which may include and one additional counsel for each party for whom such joint representation results in a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))interest, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Without limiting the provisions of Section 3.01(c) and (d), this Section 10.04(a) shall not apply with respect to Taxes (including Taxes covered by Section 3.01) other than in respect of a non-Tax claim.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or primary counsel for the Administrative Agent, and any local counsel and any regulatory counsel reasonably required in the sole opinion of the Administrative Agent) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, which in any Lender or the case of legal fees shall be limited to L/C Issuer (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements of (A) one primary counsel and other charges of a single firm of one local counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction L/C Issuer and (which may include a single special counsel acting in multiple jurisdictions) (andB), in the case of an actual or perceived conflict of interest where the Lenders interest, one conflicts counsel to all such affected by such conflict notifies the Company of any existence of such conflict Persons, taken as a whole), and in connection with the investigating, responding to or defending any shall pay all fees and time charges for attorneys who may be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay pay: (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent and its Affiliates taken as a whole and one (1) local counsel), and ; (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder; and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, which any Lender or the L/C Issuer (but limited, in the case of legal fees shall be limited and expenses, to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of one (1) counsel for to the LendersAdministrative Agent, the Lenders and the L/C Issuer (taken as a whole whole) and one (1) local counsel and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, solely in the case of an any actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict potential conflict, one (1) additional counsel in each necessary and in connection with the investigating, responding to or defending any relevant jurisdiction for each of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction)any Lender or the L/C Issuer or any group thereof that is similarly situated (taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (including, which in the case of legal fees shall be but not limited to to, the reasonable and documented fees, charges and disbursements of (x) one firm or counsel for the Administrative Agent and its Affiliates and (y) one counsel for the Lenders and their respective Affiliates, taken as a whole, and, if necessary, one local counsel for the Administrative Agent, the Lenders and their respective Affiliates in each relevant jurisdiction and (B) due diligence expenses), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment, extension, reinstatement or renewal of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of one counsel for the LendersAdministrative Agent, one counsel for the Lenders and L/C Issuers if not the Administrative Agent or a Lender, taken as a whole whole, and, to the extent if necessary, a single firm of one local counsel for the Administrative Agent, Lenders and L/C Issuers in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate relevant jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.111.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall Borrowers jointly and severally agree to pay (i) all reasonable and documented out of out-of-pocket expenses (without duplicationincluding Other Taxes) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Administrative Agent in connection with the structuringpreparation of this Agreement and the other Loan Documents, arrangement and or by the Administrative Agent in connection with the syndication of the credit facilities provided for herein, as well as Commitments or in the preparation, negotiation, execution, delivery and administration of this AgreementAgreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the other Loan Documents administration of this Agreement and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent and the Arrangers, and, if necessary, the reasonable fees, charges and documented out-of-pocket expenses and disbursements of one local counsel per jurisdiction, and (ii) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Agents or, after any Event of Default under Section 8.01(b), (c), (h) (with respect to the Borrowers) or (i) (with respect to the Borrowers), counsel for the Lenders (in each case including any special and local counsel).

Costs and Expenses. 15.4.1 The Company Credit Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in its Affiliates and the case of legal fees shall be limited to Joint Lead Arrangers (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Joint Lead Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Credit Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andany Lender or the L/C Issuer), to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the Loan other Credit Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Syndication Agent, any Arranger, the Sustainability Structuring Agent and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent, the Arrangers and the Sustainability Structuring Agent, which shall be limited to one firm or special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket feesexpenses incurred by the Administrative Agent, expensesany Lender or any L/C Issuer, disbursements and other charges of a single firm of which shall be limited to one special counsel for the Lenders, taken as a whole to all such parties and, to the extent necessarywhere appropriate, a single firm of one local counsel in each appropriate local applicable jurisdiction (which may include and one additional counsel for each party for whom such joint representation results in a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))interest, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or 150 Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Without limiting the provisions of Section 3.01(c) and (d), this Section 10.04(a) shall not apply with respect to Taxes (including Taxes covered by Section 3.01) other than in respect of a non-Tax claim.

Costs and Expenses. 15.4.1 The Company Borrower shall promptly pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by Agent and its Affiliates and the LendersLenders (including reasonable attorneys’ fees and expenses, which limited to one firm of counsel, and, if necessary, a single local counsel in each appropriate jurisdiction, for each of the (x) Agent and its respective Related Persons as a whole, and (y) the Lenders and their respective Related Persons as a whole (and, in the case of legal fees shall be limited to an actual or perceived conflict of interest where the reasonable Person affected by such conflict informs Borrower of such conflict and documented feesthereafter retains its own counsel, charges and disbursements of one another firm or of counsel for such affected Person)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by Agent or any LenderLender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, which including its rights under this Section, or (B) in connection with the case Term Loans, including all such expenses incurred during any workout, restructuring or negotiations in respect of legal such Loans (including reasonable attorneys’ fees shall be and expenses, limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of counsel for the Lenderscounsel, taken as a whole and, to the extent if necessary, a single firm of local counsel in each appropriate local jurisdiction for each of the (which may include x) Agent and its respective Related Persons as a single special counsel acting in multiple jurisdictionswhole, and (y) the Lenders and their respective Related Persons as a whole (and, in the case of an actual or perceived conflict of interest where the Lenders Person affected by such conflict notifies the Company of any existence informs Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other another firm of counsel for such affected Person in each appropriate jurisdictionPerson) (collectively, the “Lenders’ Expenses”)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which the Arranger, and their respective Affiliates (limited, in the case of legal fees shall be limited expenses, to the legal reasonable and documented fees, charges and disbursements of one primary counsel to all such Persons and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm or of counsel acting in multiple jurisdictions)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by any Lenderthe Administrative Agent, which the Arranger, and the Lenders (limited, in the case of legal fees shall be limited expenses, to one primary counsel to the reasonable Administrative Agent, Arrangers and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for Lenders to be retained by the Lenders, taken as a whole Administrative Agent and, to the extent if reasonably necessary, a single firm of one local counsel in each appropriate local any relevant jurisdiction (which may include a single special firm of counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders any such Person affected by such conflict notifies informs the Company of any existence Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counselconflict, of one other a single additional firm of counsel for such affected Person in each appropriate jurisdiction)), relevant jurisdiction for all similarly situated affected Persons) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company shall pay reimburse from time to time on demand (i) all reasonable out-of-pocket fees and documented out of pocket expenses (incurred by, without duplication) incurred by , the Lenders, which Administrative Agent and their respective Affiliates (in the case of legal fees shall be fees, disbursements and other charges of counsel, limited to the reasonable and documented fees, disbursements and other charges and disbursements of one firm or counsel to the Administrative Agent and the Lenders (taken together) and, if reasonably necessary, one local counsel in any relevant jurisdiction) incurred in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Lenderthe Administrative Agent, which the L/C Issuers and the Lenders (in the case of legal fees shall be fees, disbursements and charges of counsel, limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of one counsel for the Lendersto such parties, taken as a whole together (and, to the extent if reasonably necessary, a single firm of one local counsel in each appropriate local any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, solely in the case of an actual or perceived potential conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counselinterest, of one other firm of additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for such all affected Person in each appropriate jurisdictionparties, taken together)), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.110.04, or (B) in connection with the Loans or Letters of Credit made or issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Company’s obligations in respect of Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel (together with one local counsel, if necessary, in each relevant jurisdiction for the Lead Arrangers)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expensescharges and disbursements of one counsel (together with one local counsel, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent if necessary, a single firm of local counsel in each appropriate local relevant jurisdiction (which may include a single special and another counsel acting in multiple jurisdictions) (and, in the case of if an actual or perceived conflict of interest where exists among the Administrative Agent, the L/C Issuer and the Lenders) for the Administrative Agent, the Lenders affected by such conflict notifies and the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or primary counsel for Administrative Agent and one local counsel for Administrative Agent in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by Administrative Agent, any Lender or the Issuing Lender (including the fees, expenses, charges and disbursements of one primary counsel and other charges of a single firm of any special and local counsel for the Lenders, taken as a whole and, to Administrative Agent and the extent necessary, a single firm of local Issuing Lender and one additional counsel for all Lenders and additional counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case light of an actual or perceived conflict potential conflicts of interest where or the Lenders affected by such conflict notifies the Company availability of any existence of such conflict and in connection with the investigating, responding to different claims or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)defenses), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and reasonable, documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of no more than one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable reasonable, documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all reasonable, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of no more than one counsel for the LendersAdministrative Agent, taken as a whole andone counsel acting on the collective behalf of the Lenders and the L/C Issuer, to the extent necessary, a single firm of necessary local counsel in each appropriate local jurisdiction (which may include a single special and additional counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived any conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict interest), and in connection with the investigating, responding to or defending any shall pay all fees and time charges for attorneys who may be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall Borrower agrees to pay within thirty days of receipt of a reasonably detailed invoice therefor (ia) all reasonable and documented out out-of-pocket costs and expenses of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Administrative Agent in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery delivery, administration, modification and administration amendment of this Agreement, the Notes, and the other Loan Credit Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not effective) including, without limitation, the transactions contemplated hereby or thereby shall be consummated)reasonable, documented fees and (ii) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of as outside counsel for the Lenders, taken Administrative Agent (and as a whole and, to the extent necessaryAdministrative Agent may require, a single firm of local counsel in each appropriate local jurisdiction in which any Collateral (which may include if any) resides) and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (b) all reasonable and documented out-of-pocket costs and expenses, if any, of the Administrative Agent, each Issuing Bank and each Lender (including, without limitation, reasonable and documented outside counsel fees and expenses of (i) one firm as outside counsel for the Administrative Agent, (ii) one firm of outside counsel for Issuing Banks and Lenders, taken as a whole, (iii) a single special firm of local counsel acting in multiple jurisdictionseach jurisdiction in which any Collateral resides for the Administrative Agent and the Lenders, taken as a whole and (iv) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies the Company of any existence of Borrower that such a conflict exists and in connection with the investigating, responding to or defending any of the foregoing has retained retains its own counsel, of one other by another firm of counsel for such affected Person in each appropriate jurisdiction)), party) in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of its rights this Agreement, the Notes, and the other Credit Documents after the occurrence and during the continuance of an Event of Default; provided that, all amounts owing under clause (a) and incurred prior to the Effective Date shall be paid on the Effective Date to the extent provided in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder3.01(d).

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case Joint Lead Arrangers and each of legal fees shall be limited to their Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Joint Lead Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andthe Joint Lead Arrangers, to any Lender or the extent necessaryL/C Issuer), a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))the Joint Lead Arrangers, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder., including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 113

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case Joint Lead Arrangers and each of legal fees shall be limited to their Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Joint Lead Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andthe Joint Lead Arrangers, to any Lender or the extent necessaryL/C Issuer), a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))the Joint Lead Arrangers, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company and each Borrower (jointly and severally) shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andany Lender or the L/C Issuer), to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights rights, including any audit fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Each Borrower and each other Credit Party, jointly and severally (subject to the limitations of Section 11.22), shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the LendersAdministrative Agent, the Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel, which in the case of legal fees shall be limited to the reasonable fees and documented fees, charges expenses of McGuireWoods LLP and disbursements of one firm or local counsel in each applicable foreign jurisdiction) in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinCredit Facility, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and Issuing Lender in connection with the investigatingissuance, responding to amendment, renewal or defending extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the foregoing has retained its own counselAdministrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of one other firm of any counsel for such affected Person in each appropriate jurisdiction)the Administrative Agent, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Collateral Agent, the Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent, the Collateral Agent, Bank of America and MLPFS), in connection with the structuringadministration, arrangement syndication and syndication closing of the credit facilities provided for herein, as well as the preparation, due diligence, negotiation, execution, delivery and administration of this Agreement, Credit Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andthe Collateral Agent, to the extent necessaryany Lender or any L/C Issuer), a single firm of local counsel in each appropriate local jurisdiction (which and all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))the Collateral Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the Loan other Credit Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (including, which in the case of legal fees shall be but not limited to to, (A) the reasonable and documented fees, charges and disbursements of one firm (1) counsel (and one (1) special counsel or one (1) local counsel in any relevant jurisdiction and, in the case of an actual or potential conflict of interest, one (1) additional counsel of each group of similarly situated affected persons subject to such conflict) for the Administrative Agent and its Affiliates and (B) due diligence expenses), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.111.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersArranger, which in the case of legal fees shall be limited to Administrative Agent and their respective Affiliates (including the reasonable and documented fees, charges or invoiced fees and disbursements expenses of one firm or counsel per relevant jurisdiction for the Arranger and the Administrative Agent and one local counsel per relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) and one special counsel, including special regulatory counsel, per relevant jurisdiction), in connection with the structuring, arrangement Transactions and syndication the contemplated use of the credit facilities provided for herein, as well as proceeds thereof and the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the Transactions or the other transactions contemplated hereby or thereby shall be consummated)) and any ancillary documents in connection therewith, and (ii) [reserved] and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in Lender (including the case fees and expenses of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of any counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual Administrative Agent or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments and the Transactions, including its rights under this Section 15.4.1, or and (B) in connection with the Loans made hereunderTerm Loan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Term Loan. The Borrower acknowledges that the Administrative Agent or the Arranger may receive a benefit, including without limitation, a discount, credit or other accommodation, from counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent or the Arranger.

Costs and Expenses. 15.4.1 The Company shall Borrowers jointly and severally agree to pay (i) all reasonable and documented out of out-of-pocket expenses (without duplicationincluding Other Taxes) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Administrative Agent in connection with the structuringpreparation of this Agreement and the other Loan Documents, arrangement and or by the Administrative Agent in connection with the syndication of the credit facilities provided for herein, as well as Commitments or in the preparation, negotiation, execution, delivery and administration of this AgreementAgreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the other Loan Documents administration of this Agreement and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent and the Arrangers, and, if necessary, the reasonable fees, charges and documented out-of-pocket expenses and disbursements of one local counsel per jurisdiction, and (ii) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Agents or, after any Event of Default under Section 8.01(b), (c), (h) (with respect to the Borrowers) or (i) (with respect to the Borrowers), counsel for the Lenders (in each case including any special and local counsel).

Costs and Expenses. 15.4.1 The Company Parent and the Borrowers shall jointly and severally pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Collateral Agent, the Mine Collateral Agent and their Affiliates (including the reasonable and documented fees, charges and disbursements of one firm Xxxxx Xxxxx LLP, counsel for the Administrative Agent, and of local counsel, if any, who may be retained by or counsel on behalf of the Administrative Agent, the Collateral Agent or the Mine Collateral Agent, as the case may be), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinFacilities, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendment, amendments modification or modifications waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and Issuing Bank in connection with the investigatingissuance, responding to amendment or defending extension of any Letter of Credit or any demand for payment thereunder, the foregoing has retained its own counselAdministrative Agent, the Collateral Agent, the Mine Collateral Agent or any Lender or any Issuing Bank (including the fees, charges and disbursements of one other firm of any counsel for such affected Person in each appropriate jurisdiction)the Administrative Agent, the Collateral Agent, the Mine Collateral Agent or any Lender) any Lender or any Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1, 9.3 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) except as provided in Section 10.06(b)(iv), all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents, the Collateral Documents and the Intercreditor Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAgent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement, the other Loan Documents, the Collateral Documents and the Intercreditor Agreement, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates, which in the case of legal fees shall be limited to including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent, in connection with the structuringsyndication and distribution (including, arrangement and syndication without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the Agreement and any other Loan Documents Document or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderIssuing Lenders in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or any Lender, including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Issuing Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section 15.4.1Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of‑pocket expenses incurred in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with (i) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and (ii) forwarding loan proceeds, collecting checks and other items of payment.

Costs and Expenses. 15.4.1 The Company Borrowers shall jointly and severally pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent (including the reasonable and documented out-of-pocket fees, charges and disbursements of one firm or outside counsel for the Administrative Agent and, to the extent necessary, one local counsel in each relevant jurisdiction (in each case, excluding allocated costs of internal counsel)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the L/C Issuer (which in the case of legal fees shall be limited to one counsel to the reasonable and documented or invoiced out-of-pocket feesAdministrative Agent, expenses, disbursements and other charges of a single firm of counsel for the Lenders, and the L/C Issuer, taken as a whole, and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Administrative Agent, Lenders and the L/C Issuer taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, solely in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatinginterest, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional counsel for such affected Person in each appropriate jurisdictionrelevant jurisdiction to the similarly situated Persons taken as a whole)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by (A) Lenders party to this Agreement on the Lendersdate hereof and (B) the Administrative Agent, which in including the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm counsel for the Lenders, including local and foreign counsel, if any, which may be retained by or on behalf of any Lender, and counsel for the Administrative Agent, and due diligence expenses incurred by such Lenders in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in Lender (including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expensescharges, legal expenses and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent or any Lender), taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring (whether or not consummated) or negotiations in respect of such Loans or in connection with the enforcement of any Obligations. The Borrower further agrees to pay, and to hold each Lender harmless from all liability for, any Other Taxes.

Costs and Expenses. 15.4.1 The Company shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of- pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender, which in Lender or any L/C Issuer (including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of one counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of Lenders or the L/C Issuers and if necessary one local counsel in each appropriate local applicable jurisdiction (which may include a single special and one additional counsel acting in multiple jurisdictions) (and, for each affected party in the case event of an actual or perceived a conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict interest), and in connection with the investigating, responding to or defending any shall pay all fees and time charges for attorneys who may be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay or reimburse (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in Administrative Agent and the case of legal fees shall be limited to Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel (together with one local counsel, if necessary, in each relevant jurisdiction for the Lead Arrangers and the Administrative Agent)), in connection with the structuring, arrangement and syndication of the credit facilities Facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or waivers (including proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket feesexpenses incurred by the Administrative Agent, expensesthe Collateral Agent, any Lender or the L/C Issuer and their respective Affiliates (including, without limitation, the reasonable fees and disbursements of one counsel (together with one local counsel, if necessary, in each relevant jurisdiction and other charges another counsel if an actual conflict of a single firm of counsel interest exists among the Administrative Agent, the Collateral Agent, the L/C Issuer, the Lenders and their respective Affiliates) for the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer and their respective Affiliates taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)together), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Each Loan Party shall jointly and severally pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including (a) the reasonable and documented fees, charges and disbursements of one firm or counsel for Administrative Agent; (b) fees and charges of each consultant, inspector, and engineer; (c) uniform commercial code searches; (d) judgment and tax lien searches for Borrower and each Guarantor; (e) escrow fees; and (f) documentary taxes, in connection with the structuring, arrangement and initial syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by Administrative Agent, any Lender or L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as any Lender (only if a whole and, to the extent necessary, a single firm of local counsel Default shall be in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsexistence) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinherein as separately agreed to in writing, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andany Lender or the L/C Issuer), to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, in no event shall Borrower pay or reimburse Administrative Agent, Lenders and L/C Issuer for more than one counsel (in the aggregate) at any time prior to an Event of Default hereunder.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAgents and each of their respective Affiliates (including the actual, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm counsel for the Agents, taken as a whole, and, solely in the case of a conflict of interest, one additional counsel for each group of similarly affected Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction or one special counsel in any relevant area of expertise for all such similarly affected Persons taken as a whole)), in connection with the structuring, arrangement and syndication of the credit facilities Facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder, and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for Administrative Agent) and shall pay all fees and time charges and disbursements for attorneys who may be employees of Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and L/C Issuer in connection with the investigatingissuance, responding to amendment, renewal or defending extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out of pocket expenses incurred by Administrative Agent, any Lender or the foregoing has retained its own counselL/C Issuer (including the fees, charges and disbursements of one other firm of any counsel for such affected Person in each appropriate jurisdictionAdministrative Agent, any Lender or the L/C Issuer)), and shall pay all fees and time charges for attorneys who may be employees of Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in Administrative Agent and its Affiliates (including the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or primary counsel and, as reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative Agent and one specialty counsel in each relevant specialty for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Investment Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Investment Documents and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in Lender (including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of one primary counsel for the Lenders, taken as a whole Administrative Agent and the Lenders and, to the extent as reasonably necessary, a single firm of one local counsel for the Administrative Agent and the Lenders in any relevant jurisdiction and one specialty counsel in each appropriate local jurisdiction relevant specialty for the Administrative Agent and the Lenders (which may include a single special and of such other counsel acting in multiple jurisdictions) (and, as necessary in the case event of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict a conflict), and in connection with the investigating, responding to or defending any shall pay all fees and time charges for attorneys who may be employees of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Investment Documents, including its rights under this Section 15.4.1, 11.04 or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Credit Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one firm or a single counsel for the Administrative Agent) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or invoiced the Issuing Bank (including the reasonable out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of counsel for the LendersAdministrative Agent, the Lenders and the Issuing Bank, taken as a whole andwhole, and one counsel in each relevant local jurisdiction and one counsel in each relevant specialty area to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (deemed reasonably necessary by the Administrative Agent and, in the case event of an actual or perceived conflict of interest where among the Administrative Agent, the Lenders and the Issuing Bank, additional counsel to the affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), parties) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Credit Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall Ultimate Parent will, or will cause the Borrower to, and Intermediate Parent, the Borrower and each other Loan Party will, pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Arrangers, which shall be limited to Cravath, Swaine & Xxxxx LLP and one firm local counsel in each of Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent or counsel the Arrangers, each jurisdiction of organization of any other Loan Party), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinarrangement, as well as the syndication, preparation, negotiation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement, Agreement and the other Loan Documents and the credit facilities provided for herein and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by any Lenderthe Administrative Agent, which in the case of legal fees shall be limited to Arrangers and their respective Affiliates and the Lenders (including the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel, which shall be limited to one primary counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of and one local counsel in each appropriate local of Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent, the Arrangers or the Lenders, each jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of organization of any other Loan Party (and, solely in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict interest, one additional counsel (and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional local counsel for such affected Person in each appropriate such jurisdiction))) to each group of affected parties that are similarly situated, taken as a whole) in connection with the enforcement or protection of its their respective rights in connection with this Agreement and the other Loan DocumentsDocuments and the credit facilities provided for herein, including its rights under this Section 15.4.1, or in connection with the Loans made hereunderSection.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of (A) one primary counsel for the LendersAdministrative Agent, the Arrangers any Lender or the L/C Issuer, taken as a whole andtogether, (B) to the extent reasonably necessary, a single firm of one local counsel in each appropriate local jurisdiction relevant jurisdiction, (which may include a single C) to the extent reasonably necessary, one special or regulatory counsel acting in multiple jurisdictionseach relevant specialty and (D) (and, in the case of an any actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding respect to or defending any of the foregoing has retained its own counselcounsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (B) shall allow for up to one other firm of additional counsel for such affected Person in each appropriate relevant jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 (a) The Company shall Borrower agrees to pay (i) on demand all reasonable costs and documented out expenses of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Agent in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery delivery, administration, modification and administration amendment of this Agreement, the Notes and the other Loan Documents or any waiverdocuments to be delivered hereunder, amendments or modifications of the provisions hereof or thereof including, without limitation, (whether or not the transactions contemplated hereby or thereby shall be consummatedA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable fees and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, taken as a whole andif any (including, to the extent necessarywithout limitation, a single firm of local reasonable counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict fees and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)expenses), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of its rights this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the Loan Documents, including its enforcement of rights under this Section 15.4.18.04(a), provided that in the case of any enforcement of this Agreement, the Notes and the other documents to be delivered hereunder, the Agent and the Lenders shall retain one counsel at the expense of the Borrower, provided further, that if there exists or in connection is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent all the Lenders, then each Lender with such a conflict of interest shall be entitled to retain its own counsel at the Loans made hereunderexpense of the Borrower.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersArrangers, which in the case of legal fees shall be limited to Administrative Agent and the other Agents and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Arrangers, the Administrative Agent and the other Agents, one firm or counsel for General Electric Capital Corporation to the extent incurred prior to the Closing, one regulatory counsel and one local counsel in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Subject to the provisions of the Fee Letters, the Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or a single counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of counsel for the LendersAdministrative Agent, any Lender or any L/C Issuer, taken as a whole and, to the extent necessaryif reasonably required, a single firm of one local and/or regulatory counsel as necessary in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, solely in the case of an actual or perceived a conflict of interest where interest, one additional counsel to the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)Persons taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in Administrative Agent and the case of legal fees shall be limited to Arrangers (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any LenderArranger, which in the case of legal fees shall be limited to any Syndication Agent, any Documentation Agent or any Lender (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of one counsel for the LendersAdministrative Agent, taken as a whole andthe Arrangers, to the extent necessary, a single firm of Syndication Agents and the Documentation Agents and one local counsel in each appropriate local jurisdiction of organization of any Loan Party but only so long as such jurisdiction is different from the jurisdiction of organization of the Borrower (which may include a single special counsel acting in multiple jurisdictions) (andsuch jurisdiction, the “Applicable Jurisdiction”)(and, in the case of an actual or perceived conflict of interest where the Lenders Administrative Agent and/or its Affiliates, the Arrangers, the Syndication Agents and/or the Documentation Agents affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other another law firm of acting as counsel for such affected Person and another local counsel in each appropriate jurisdictionApplicable Jurisdiction)), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Collateral Agent), in connection with the structuringadministration, arrangement syndication and syndication closing of the credit facilities provided for herein, as well as the preparation, due diligence, negotiation, execution, delivery and administration of this Agreement, Credit Agreement and the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andthe Collateral Agent, to any Lender or the extent necessaryL/C Issuer), a single firm of local counsel in each appropriate local jurisdiction (which and all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))the Collateral Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the Loan other Credit Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (limited, which in the case of legal fees shall be limited expenses, to the reasonable and reasonable, documented fees, disbursements and other charges and disbursements of one firm or primary counsel (and one local counsel in each relevant jurisdiction) to the Administrative Agent and its Affiliates) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket documented out‑of‑pocket expenses incurred by any Lender(limited, which in the case of legal fees shall be limited expenses, to the reasonable and reasonable, documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of external counsel for the Lenders, taken as a whole and, to the extent necessaryL/C Issuer) incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including (and limited to, in the case of attorney’s fees) the fees, charges and disbursements of a single firm of primary external counsel (and a single local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsrelevant jurisdiction) (for the Administrative Agent, the Lenders and the L/C Issuer, and, solely in the case of an actual or perceived potential conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatinginterest, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional legal counsel for the affected Lenders, as needed to address any such affected Person in each appropriate jurisdiction)), actual or potential conflict of interest) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket feesexpenses incurred by the Administrative Agent, expenses, disbursements each Lender and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Issuing Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection preservation of its any rights (including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of any Loans or Letters of Credit) (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, the fees and disbursements of counsel to the Administrative Agent, each Lender and the Issuing Lenders; provided that, so long as no Default or Event of Default exists, such reimbursement for legal fees and disbursements shall be limited to the fees and disbursements of one primary counsel designated by the Administrative Agent plus the fees and disbursements of any local and specialist counsel engaged by the Administrative Agent.

Costs and Expenses. 15.4.1 The Company shall Borrowers shall, jointly and severally, pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or a single counsel (and appropriate local counsel) for the Administrative Agent and the Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, which any Lender or any L/C Issuer (including the fees, charges and disbursements of one counsel for the Administrative Agent and the Arrangers, and one additional counsel for the Lenders and the L/C Issuers, taken together, absent a conflict of interest (or in the case of legal fees shall be a conflict of interest, one additional counsel), and any necessary local or foreign counsel (limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (andone or, in the case of an actual or perceived a conflict of interest where the Lenders affected by interest, two such conflict notifies the Company of any existence of such conflict local and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of foreign counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements of one firm or primary counsel for the Administrative Agent and of a single local counsel to the Administrative Agent and its Affiliates (taken as a whole) in each relevant material jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as (A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement, Agreement and the other Loan Documents and (B) any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Loan Documents and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderLender (but limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented or invoiced out-of-pocket fees, expensescharges and disbursements of one primary counsel for the Administrative Agent and the Lenders (taken as a whole), disbursements and other charges and, of a single firm of local counsel for to the Lenders, Administrative Agent and the Lenders (taken as a whole and, to the extent necessary, a single firm of local counsel whole) in each appropriate local relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies informs the Company of any existence Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other additional primary firm of counsel for all such affected Person parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each appropriate relevant material jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Prologis shall pay (ia) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to any Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for such Agent), in connection with (x) the structuring, arrangement and syndication of the credit facilities provided for herein, as well as herein and the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents and (y) any amendment, modification or any waiver, amendments or modifications waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that Prologis shall have no liability under clause (x) for any fees, charges or disbursements of any counsel other than Xxxxxx and Xxxxx, LLP, Xxxxxxxx Chance and any other counsel selected by the applicable Agent and approved by Prologis (such approval not to be unreasonably withheld or delayed) and (iib) all reasonable and documented out-of-pocket expenses incurred by any LenderAgent, which in the case of legal fees shall be limited to any Lender or any L/C Issuer (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Lendersany Agent, taken as a whole andany Lender or any L/C Issuer), to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company be employees of any existence of such conflict and in connection with the investigatingAgent, responding to any Lender or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))L/C Issuer, in connection with the enforcement or protection of its rights (i) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (ii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations arising hereunder.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenderseach Agent and any Affiliate thereof (which, which in the case of legal fees counsel, shall be limited to the reasonable and documented fees, charges and disbursements of one firm or primary outside counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderIssuing Lender in connection with the issuance, which amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by any Agent, any Issuing Lender or any Lender (which, in the case of legal fees counsel, shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expensescharges and disbursements of one primary outside counsel, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of one local counsel in each appropriate applicable jurisdiction, for the Administrative Agent and one outside counsel, and one local jurisdiction counsel in each applicable jurisdiction, for the Lenders taken as a group (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of unless there is an actual or perceived conflict of interest where the Lenders affected by in which case each such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained other Lender may retain its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), ) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or in connection with the Loans made or Letters of Credit issued hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iv) all reasonable costs, expenses, taxes, assessments and other similar charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Initial Lenders, which in the case of legal fees shall be limited to Agents and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (x) one primary firm of counsel for the Initial Lenders, (y) one primary firm of counsel to the Agents and (z) one firm or of local counsel to the Initial Lenders and the Agents in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, execution and delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) (provided that the Loan Parties’ obligations under this clause (a)(i) in respect of such fees, charges and disbursements of counsel in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and under Section 9 of the Note Purchase Agreement, shall not exceed $300,000 in the aggregate) and (ii) all reasonable out-of-pocket expenses incurred by any Lenderthe Lenders, which in the case of legal fees shall be limited to Agents and their respective Affiliates (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict Agents and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)their respective Affiliates), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans; provided that nothing herein shall require any Loan Party to pay any of the foregoing in connection with a dispute solely among the Initial Lenders, the Agents and their respective Affiliates (other than such disputes involving claims against an Agent in its capacity as such) that does not involve an act or omission by the Borrower or any of its Subsidiaries.

Costs and Expenses. 15.4.1 The Company Issuer shall pay (i) all reasonable and documented out out-of-pocket fees, charges and disbursements of legal counsel incurred in connection with (A) the preparation, negotiation, execution and delivery of this Agreement and the other Note Documents and the Equity Issuance Documents by the Agent, any Purchaser and their respective Affiliates, (B) all out-of-pocket expenses (without duplication) incurred by the Lenders, which Agent or any Purchaser (in the case of legal fees shall be fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Agent, one outside counsel for the Purchasers, one regulatory counsel and one local counsel in each relevant jurisdiction, in each case, selected by the Purchasers, to the Agent and the Purchasers, collectively (and, in the case of an actual or perceived conflict of interest where the Agent or any Purchaser affected by such conflict informs the Issuer of such conflict and thereafter retains its own counsel, another firm or of counsel for any such affected Person)) in connection with the structuringany amendments, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Note Documents and (iiiii) all reasonable out-of-pocket expenses incurred by the Agent or any Lender, which Purchaser (in the case of legal fees shall be fees, limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of one outside counsel for the LendersAgent, taken as a whole andone outside counsel for the Purchasers, to the extent necessary, a single firm of one regulatory counsel and one local counsel in each appropriate local jurisdiction (which may include a single special counsel acting relevant jurisdiction, in multiple jurisdictions) each case, selected by the Purchasers, to the Agent and the Purchasers, collectively (and, in the case of an actual or perceived conflict of interest where the Lenders Agent or any Purchaser affected by such conflict notifies informs the Company of any existence Issuer of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other another firm of counsel for any such affected Person in each appropriate jurisdictionPerson)), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Note Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans Notes made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Notes.

Costs and Expenses. 15.4.1 The Company shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or single counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (which in the case of legal fees and expenses shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges those of a single firm of counsel for to the LendersAdministrative Agent, the Lenders and the L/C Issuer, taken as a whole andwhole, to the extent necessary, a single firm of local counsel in each appropriate local relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived a bona fide conflict of interest where the Lenders interest, one additional legal counsel per class of similarly situated affected by such conflict notifies the Company of any existence of such conflict parties in each relevant jurisdiction), and in connection with the investigating, responding to or defending any shall pay all fees and time charges for attorneys who may be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of pocket out‑of‑pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case Arrangers, the Documentation Agents, the Syndication Agent and each of legal fees shall be limited to their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or of counsel (and one firm of local counsel in each applicable jurisdiction) for the foregoing), in connection with the structuring, arrangement and syndication of the credit facilities facility provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by any LenderIssuing Lender in connection with the issuance, which in amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out‑of‑pocket expenses incurred by the case of legal fees shall be limited to Administrative Agent, any Issuing Lender or any Lender (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single one firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single (and one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsapplicable jurisdiction) (andfor the Administrative Agent, in the case of an actual or perceived conflict of interest where Issuing Lenders and the Lenders affected by such conflict notifies the Company and of any existence separate counsel (including local counsel) that may be required in light of such conflict and in connection with the investigating, responding to or defending any of conflicting interests among the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), parties) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrowers shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in Administrative Agent and its Affiliates and the case of legal fees shall be limited to Arrangers (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and the Arrangers), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, each Lender, the L/C Issuer, the Swing Line Lender or the Arrangers (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Administrative Agent, the Lenders, taken as a whole andthe Swing Line Lender, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in L/C Issuer or the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)Arrangers), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, that in the case of clause (i), (ii) and (iii) above, all costs and expenses of legal counsel shall be limited to one counsel for the Administrative Agent and one counsel for the Lenders and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of any Lender, representation of all such Lenders would be inappropriate due to the existence of an actual or potential conflict of interest.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm of outside counsel for such Persons, one local or special counsel to such Persons in any relevant jurisdiction and one regulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) [reserved] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, which which, in the case of legal fees any Lender, other than the Administrative Agent and its Affiliates, shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of outside counsel for the all such Lenders, taken as a whole and, to the extent necessary, a single firm of one local counsel in each appropriate local jurisdiction (which may include a single or special counsel acting to such Persons in multiple jurisdictions) any relevant jurisdiction and one regulatory counsel (and, in the case case, of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatinginterest, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional counsel for all such similarly affected Person in each appropriate jurisdiction))persons, one additional local or special counsel for all such similarly affected persons and one regulatory counsel for all such similarly affected persons) (including the reasonable and documented fees, charges and disbursements of counsel) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to MLPF&S and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and MLPF&S), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, that, the fees and expenses of counsel of the Administrative Agent and MLPF&S payable under this clause (i) shall be limited to one primary counsel, one specialty counsel in each specialty, one local counsel in each local jurisdiction, and one or more conflicts counsels if one or more conflicts of interest arise, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole andany Lender or the L/C Issuer), to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrowers shall jointly and severally pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Syndication Agent, any Arranger and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and the Arrangers, which shall be limited to one firm or special counsel to all such parties and, where appropriate, one local counsel in each applicable 166 jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket feesexpenses incurred by the Administrative Agent, expensesany Lender or the L/C Issuer, disbursements and other charges of a single firm of which shall be limited to one special counsel for the Lenders, taken as a whole to all such parties and, to the extent necessarywhere appropriate, a single firm of one local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate applicable jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, and, if necessary, one firm of local or regulatory counsel in each appropriate jurisdiction and special counsel for each relevant specialty, in each case for the Arrangers or the Administrative Agent and their affiliates (and, in the case of an actual or perceived conflict of interest, where the Arranger or the Administrative Agent affected by such conflict informs you of such conflict, of another firm of counsel for such affected party)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall Borrower agrees to pay (i) all reasonable and documented out of out- of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and consummated)and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in Lender (including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsAdministrative Agent or any Lender) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the opinion of counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket legal and other expenses (without duplication) incurred by the Lenders, which in Agents and their respective Affiliates and the case of legal fees shall be limited to Collateral Agent (including the reasonable and documented fees, charges and disbursements of one firm or a single counsel for the Agents and the Arrangers, a single local counsel in each relevant jurisdiction and any special counsel reasonably deemed necessary by the Administrative Agent and a separate counsel for the Collateral Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, due diligence, negotiation, execution, delivery delivery, administration and administration enforcement of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket legal and other expenses (including the cost of any investigation or preparation) incurred by any Agent or any Lender or Collateral Agent (including the reasonable fees, charges and disbursements of any counsel for any Agent or any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of counsel for the Lendersall Indemnitees (as defined below), taken as a whole andwhole, to the extent and if necessary, by a single firm of local counsel in each appropriate local jurisdiction (which may include for all such Indemnitees, taken as a single special counsel acting in multiple jurisdictions) whole (and, in the case of an actual or perceived conflict of interest where the Lenders indemnified party affected by such conflict notifies the Company Borrower of any the existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counselconflict, of one other another firm of counsel for such affected Person in each appropriate jurisdiction)Indemnitees and local counsel for the conflicted party and a separate counsel for the Collateral Agent), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.rights

Costs and Expenses. 15.4.1 (a) The Company shall Borrower agrees to pay (i) on demand all reasonable costs and documented out expenses of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Agent in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery delivery, administration, modification and administration amendment of this Agreement, the Notes and the other Loan Documents or any waiverdocuments to be delivered hereunder, amendments or modifications of the provisions hereof or thereof including, without limitation, (whether or not the transactions contemplated hereby or thereby shall be consummatedA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable fees and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, taken as a whole andif any (including, to the extent necessarywithout limitation, a single firm of local reasonable counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict fees and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)expenses), in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of its rights this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the Loan Documents, including its enforcement of rights under this Section 15.4.18.04(a), provided that in the case of any enforcement of this Agreement, the Notes and the other documents to be delivered hereunder, the Agent and the Lenders shall retain one counsel at the expense of the Borrower, provided, further, that if there exists or in connection is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent all the Lenders, then each Lender with such a conflict of interest shall be entitled to retain its own counsel at the Loans made hereunderexpense of the Borrower.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or of counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder, which in the case of legal fees shall be limited to the (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, expenses, charges and disbursements and other charges of a single one firm of counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of Issuing Lender (and one local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsapplicable jurisdiction) (and, in the case event of an actual or perceived any conflict of interest where the Lenders interest, one additional counsel of each type to each group of similarly affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), parties hereunder) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit or (C) in connection with the collection of Obligations. This Section 12.3(a) shall not apply with respect to Taxes other than any Taxes arising from any non-Tax claim.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or a single counsel for the Administrative Agent and a single local counsel to Administrative Agent in each applicable jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the LC Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the reasonable and documented fees, expenses, charges and disbursements and other charges of a single firm of counsel for the LendersAdministrative Agent, taken as a whole and, to all Lenders and the extent necessary, LC Issuer and a single firm of local counsel to all such Persons in each appropriate local jurisdiction (which applicable jurisdiction), and shall pay all fees and time charges for attorneys who may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any be employees of the foregoing has retained its own counselAdministrative Agent, of one other firm of counsel for such affected Person in each appropriate jurisdiction))any Lender or the LC Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company shall Borrowers shall, within 30 days following written demand therefor, pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, fees and charges and disbursements of one firm or lead counsel for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not thereof; provided that the transactions contemplated hereby or thereby Borrowers shall be consummated)required to pay only the legal fees and expenses of one corporate counsel, one special counsel, (if required and/or necessary and identified to the Partnership in advance) one local counsel in each relevant material jurisdiction and one conflicts counsel of the Administrative Agent and the Arrangers in connection with the Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer) in connection with the case enforcement or protection of legal fees shall be limited to its rights (A) in connection with this Agreement and the reasonable and documented other Loan Documents, including its rights under this Section, or invoiced (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket feesexpenses incurred during any workout, expensesrestructuring or negotiations in respect of such Loans or Letters of Credit, disbursements and other charges of a single firm of but limited to one counsel for the Lendersall such Persons, taken as a whole and, to the extent if necessary, of a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (for all such Persons, taken as a whole and, solely in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatinginterest, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional counsel for such affected Person in each appropriate jurisdiction)), in connection with applicable material jurisdiction to the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunderaffected Persons.

Costs and Expenses. 15.4.1 The Company Guarantors shall pay (i) all reasonable and documented out of out-of-pocket expenses and documentation fees (without duplicationboth external fees and, with respect to the Political Risk Insurance Agreement and the Arranger Participation Agreement, internal legal fees charged by EDC to any party thereto) incurred by each of the LendersAdministrative Agent and each of EDC and BankBoston N.A., which each in the case of legal fees shall be limited to its capacity as an Arranger, including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any LenderLender or Arranger, which in including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Arranger, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof. Notwithstanding anything to the contrary in this Section 10.03(a), the Guarantors shall be obligated to pay only the reasonable fees and expenses of a single special counsel in New York and any necessary single local counsel in Brazil to the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates, collectively.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (but limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented out-of-pocket fees, charges and disbursements of one firm or primary counsel for the Administrative Agent and its Affiliates and of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as (A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement, Agreement and the other Loan Documents and (B) any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Loan Documents and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any LenderLender (but limited, which in the case of legal fees shall be limited counsel, to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements of one primary counsel for the Administrative Agent and other charges the Lenders (taken as a whole) and of a single firm of local counsel for to the Lenders, Administrative Agent and the Lenders (taken as a whole and, to the extent necessary, a single firm of local counsel whole) in each appropriate local relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies informs the Company of any existence Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other additional primary firm of counsel for all such affected Person parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each appropriate relevant material jurisdiction)), and shall pay all reasonable and documented out-of-pocket fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case Arrangers, the Documentation Agents, the Syndication Agent and each of legal fees shall be limited to their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or of counsel (and one firm of local counsel in each applicable jurisdiction) for the foregoing), in connection with the structuring, arrangement and syndication of the credit facilities facility provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any LenderIssuing Lender in connection with the issuance, which in the case amendment, renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or any Lender (including the reasonable fees, expenses, charges and disbursements and other charges of a single one firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single (and one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsapplicable jurisdiction) (andfor the Administrative Agent, in the case of an actual or perceived conflict of interest where Issuing Lenders and the Lenders affected by such conflict notifies the Company and of any existence separate counsel (including local counsel) that may be required in light of such conflict and in connection with the investigating, responding to or defending any of conflicting interests among the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), parties) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Parent shall pay pay, subject in each case to the Parent’s receipt of reasonably detailed documentation thereof, (i) on demand, all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (including reasonable legal fees and expenses of such Persons, which shall be limited to one firm of counsel for all such Persons and, if necessary, one firm of local or regulatory counsel in each appropriate jurisdiction and special counsel for each relevant specialty, in each case for all such Persons (and, in the case of legal fees shall be limited to an actual or perceived conflict of interest, where the reasonable and documented feesPerson affected by such conflict provides the Parent written notice of such conflict, charges and disbursements of one another firm or of counsel for such affected Person)) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) promptly following written demand therefor, all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal, extension or administration of any LenderLetter of Credit, which any demand for payment thereunder, or any reimbursement in the case of legal fees shall be limited to the reasonable connection therewith, and documented or invoiced (iii) on demand, all out-of-pocket expenses incurred by any Lender Party, including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))Lender Party, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsDocuments following a Default by any Borrower hereunder, including its rights under this Section 15.4.1Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring, negotiations or legal proceedings in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrowers shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent (including the reasonable and documented fees, charges and disbursements of one firm or of counsel (and a single local counsel in each appropriate jurisdiction) for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or invoiced out-of-pocket the L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single one firm of counsel for the Lenders, taken as a whole and, to the extent necessary, and a single firm of local counsel in each appropriate local jurisdiction jurisdiction, for the Administrative Agent, all Lenders and the L/C Issuer taken as a whole) in connection with the enforcement or protection of its rights (which may include a single special counsel acting A) in multiple jurisdictionsconnection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (and, in the case of an actual or perceived conflict of interest where the Lenders Administrative Agent, any Lender or the L/C Issuer affected by such conflict notifies Borrower Agent of the Company of any existence of such conflict and in connection with the investigatingand, responding to or defending any of the foregoing has retained its own counsel, of thereafter one other additional law firm of counsel for such affected Person in each appropriate jurisdictionapplicable jurisdiction for each affected group of Persons)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.. 121 Xxxxx Xxxxxx Amended and Restated Credit and Guaranty Agreement NYDOCS03/1067767.15

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersArrangers, which in the case of legal fees shall be limited to Administrative Agent and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Arrangers and the Administrative Agent together), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments and restatements, modifications or waivers (or any proposed amendments, amendments and restatements, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be liable for the fees of more than one counsel to the Administrative Agent, one counsel to the other Lenders, if applicable, one local counsel in each jurisdiction to each of the Administrative Agent and the other Lenders and one special counsel to each such person or group and, in the event of a potential conflict of interest, such additional counsels as are required.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for Agent provided that such fees, charges and disbursements shall be limited to one primary counsel, one additional firm or of local counsel in each applicable jurisdiction and, if necessary, any additional special regulatory counsel), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (subject to any limitation previously agreed in writing), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by Agent, which in any Lender or the case L/C Issuer (including the fees, charges and disbursements of legal fees any counsel for Agent, any Lender or the L/C Issuer, provided that such fees, charges and disbursements shall be limited to the reasonable and documented or invoiced out-of-pocket feesone primary counsel, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single one additional firm of local counsel in each appropriate local applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in if necessary, any additional special regulatory counsel), and shall pay all reasonable and customary fees and time charges for attorneys who may be employees of Agent, any Lender or the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction))L/C Issuer, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.rights

Costs and Expenses. 15.4.1 The Company shall pay Borrower agrees to pay, or reimburse the Administrative Agent for paying, (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersArrangers and the Administrative Agent and its Affiliates, which in the case of legal fees shall be limited to including the reasonable and documented fees, charges and disbursements of one firm or counsel in connection with Special Counsel, the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration preparation of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special one counsel acting in multiple jurisdictions) on behalf of all indemnified persons (and, in the case event of an actual or perceived any conflict of interest where the Lenders interest, of additional counsel for all affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatingindemnified persons and, responding to or defending any of the foregoing has retained its own counselif necessary, of one other firm of local counsel for such affected Person in each appropriate any relevant jurisdiction))) the Administrative Agent or Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.19.03, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iii) to the extent not already reimbursed pursuant to Section 2.16(b), all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein. Provided, however, any cost or expense in connection with the remittance of funds shall be borne by the Person who makes such remittance.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent in each relevant jurisdiction,), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) -132- all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Bookrunners, Lead Arrangers or any Lender, which in the case of legal fees shall be limited to Lender (including the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of counsel for the Administrative Agent and the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder., including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that in the case of charges of outside counsel, such payment shall be limited to the fees, disbursements and other charges of (x) one transaction counsel, (y) if reasonably necessary (as determined by the Administrative Agent), one local counsel in each relevant jurisdiction and (z) if reasonably necessary (as determined by the Administrative Agent), regulatory and specialist counsel (and, in each case, in the case of an actual or a potential conflict of interest, (A) one additional counsel for each affected person (or group of persons) and (B) if necessary, one local, regulatory and/or specialist counsel for each affected person (or group of persons) in any relevant jurisdiction. (b)

Costs and Expenses. 15.4.1 The Company and each Borrower (jointly and severally) shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one law firm or acting as outside counsel for 164164 the Administrative Agent and one law firm acting as local counsel in each jurisdiction where necessary), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any LenderL/C Issuer in connection with the issuance, which in the case amendment, reinstatement or renewal or extension of legal fees shall be limited to the reasonable any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual any Lender or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrowers shall pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent (including the reasonable and documented fees, charges and disbursements of one firm or of counsel (and a single local counsel in each appropriate jurisdiction) for the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or invoiced out-of-pocket any L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single one firm of counsel for the Lenders, taken as a whole and, to the extent necessary, and a single firm of local counsel in each appropriate local jurisdiction jurisdiction, for the Administrative Agent, all Lenders and all L/C Issuers taken as a whole) in connection with the enforcement or protection of its rights (which may include a single special counsel acting A) in multiple jurisdictionsconnection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (and, in the case of an actual or perceived conflict of interest where the Lenders Administrative Agent, any Lender or any L/C Issuer affected by such conflict notifies Borrower Agent of the Company of any existence of such conflict and in connection with the investigatingand, responding to or defending any of the foregoing has retained its own counsel, of thereafter one other additional law firm of counsel for such affected Person in each appropriate jurisdictionapplicable jurisdiction for each affected group of Persons)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.. 135 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2022758566.11

Costs and Expenses. 15.4.1 The Company shall Borrower agrees to pay within thirty days of receipt of a reasonably detailed invoice therefor (ia) all reasonable and documented out out-of-pocket costs and expenses of pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to the reasonable and documented fees, charges and disbursements of one firm or counsel Administrative Agent in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery delivery, administration, modification and administration amendment of this Agreement, the Notes, and the other Loan Credit Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not effective) including, without limitation, the transactions contemplated hereby or thereby shall be consummated)reasonable, documented fees and (ii) all reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of as outside counsel for the Lenders, taken Administrative Agent (and as a whole and, to the extent necessaryAdministrative Agent may require, a single firm of local counsel in each appropriate local jurisdiction in which any Collateral (which may include if any) resides) and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (b) all reasonable and documented out-of-pocket costs and expenses, if any, of the Administrative Agent, each Issuing Bank and each Lender (including, without limitation, reasonable and documented outside counsel fees and expenses of (i) one firm as outside counsel for the Administrative Agent, (ii) one firm of outside counsel for Issuing Banks and Xxxxxxx, taken as a whole, (iii) a single special firm of local counsel acting in multiple jurisdictionseach jurisdiction in which any Collateral resides for the Administrative Agent and the Lenders, taken as a whole and (iv) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies the Company of any existence of Borrower that such a conflict exists and in connection with the investigating, responding to or defending any of the foregoing has retained retains its own counsel, of one other by another firm of counsel for such affected Person in each appropriate jurisdiction)), party) in connection with the enforcement (whether through negotiations, legal proceedings or protection otherwise) of its rights this Agreement, the Notes, and the other Credit Documents after the occurrence and during the continuance of an Event of Default; provided that, all amounts owing under clause (a) and incurred prior to the Effective Date shall be paid on the Effective Date to the extent provided in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder3.01(d).

Costs and Expenses. 15.4.1 The Company shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one firm or counsel for the Administrative Agent in each relevant jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of one counsel for the LendersAdministrative Agent, any Lender or the L/C Issuer taken as a whole andwhole, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders interest, one additional counsel to each affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigatingparty (and, responding to or defending any of the foregoing has retained its own counselif necessary, of one other firm of local counsel for such affected Person in each appropriate relevant jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by Agent and its Affiliates and the LendersLenders (including reasonable attorneys’ fees and expenses, which limited to one firm of counsel, and, if necessary, a single local counsel in each appropriate jurisdiction, for each of the (x) Agent and its respective Related Persons as a whole, and (y) the Lenders and their respective Related Persons as a whole (and, in the case of legal fees shall be limited to an actual or perceived conflict of interest where the reasonable Person affected by such conflict informs Borrower of such conflict and documented feesthereafter retains its own counsel, charges and disbursements of one another firm or of counsel for such affected Person)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by Agent or any LenderLender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, which including its rights under this Section, or (B) in connection with the case Term Loan, including all such expenses incurred during any workout, restructuring or negotiations in respect of legal such Loans (including reasonable attorneys’ fees shall be and expenses, limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single one firm of counsel for the Lenderscounsel, taken as a whole and, to the extent if necessary, a single firm of local counsel in each appropriate local jurisdiction for each of the (which may include x) Agent and its respective Related Persons as a single special counsel acting in multiple jurisdictionswhole, and (y) the Lenders and their respective Related Persons as a whole (and, in the case of an actual or perceived conflict of interest where the Lenders Person affected by such conflict notifies the Company of any existence informs Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other another firm of counsel for such affected Person in each appropriate jurisdictionPerson) (collectively, the “Lenders’ Expenses”)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or counsel for the Administrative Agent and of any local counsel retained with the Borrower’s consent (not to be unreasonably withheld)), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the LendersAdministrative Agent, taken as a whole and, to any Lender or the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that expenses in this subsection 11.04(a) shall not include Taxes, payment for which is provided only to the extent provided in Sections 3.01(a), (b) and (c).

Costs and Expenses. 15.4.1 The Company Borrower shall pay or reimburse (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one firm primary counsel for the Administrative Agent and one local counsel in each relevant jurisdiction retained by the Administrative Agent plus additional counsel in the event of an actual or counsel perceived conflict of interest), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinFacilities, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder, which in the case of legal fees shall be limited to the and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of one primary counsel for the LendersAdministrative Agent and the Lenders (which shall be counsel to the Administrative Agent), taken as one local counsel in each relevant jurisdiction retained by the Administrative Agent) and, solely in the case of a whole conflict of interest, one additional counsel and, to the extent necessary, a single firm of one local counsel in each appropriate local relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case to each group of an actual or perceived conflict of interest where the Lenders similarly situated Persons actually affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdictiontaken as a whole)), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 15.4.1, or in connection with the Loans made hereunder.rights

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay pay, promptly following written demand therefor, (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which Athyrium and their respective Affiliates (but limited, in the case of legal fees shall be limited and expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel for the Administrative Agent, Athyrium and their respective Affiliates and, if necessary, one local counsel in any relevant jurisdiction) (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict warns the Borrower of such conflict and thereafter retains its own counsel, of one additional firm or counsel for all such affected parties taken as a whole), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as (A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement, Agreement and the other Loan Investment Documents and (B) any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) or the administration of this Agreement and the other Loan Documents and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, which in Lender (including the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, charges and disbursements and other charges of a single firm of any counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictionsAdministrative Agent or any Lender) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. 15.4.1 The Company Borrower shall pay or reimburse (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the Lenders, which in the case of legal fees shall be limited to Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one firm primary counsel for the Administrative Agent and one local counsel in each relevant jurisdiction retained by the Administrative Agent plus additional counsel in the event of an actual or counsel perceived conflict of interest), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinFacilities, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents Documents, or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any LenderLetter of Credit or any demand for payment thereunder, which in the case of legal fees shall be limited to the and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, expenses, charges and disbursements and other charges of a single firm of one primary counsel for the LendersAdministrative Agent and the Lenders (which shall be counsel to the Administrative Agent), taken as one local counsel in each relevant jurisdiction retained by the Administrative Agent) and, solely in the case of a whole conflict of interest, one additional counsel and, to the extent necessary, a single firm of one local counsel in each appropriate local relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case to each group of an actual or perceived conflict of interest where the Lenders similarly situated Persons actually affected by such conflict notifies the Company of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdictiontaken as a whole)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued or participated in hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. 15.4.1 The Company Borrowers shall pay (i) all reasonable and documented out of costs and out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Arranger and their Affiliates (including the reasonable and documented fees, charges and disbursements of one firm or of outside counsel for the Administrative Agent and the Arranger and of appropriate local counsel, if any, limited to one such firm of outside counsel in each jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the reasonable Credit or any demand for payment thereunder and (iii) all documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arranger, any Lender or the L/C Issuer (including the reasonable fees, expenses, charges and disbursements and other charges of a single one firm of outside counsel for the LendersAdministrative Agent and the Arranger, and one additional firm of outside counsel for the Lenders and the L/C Issuer, taken as a whole andtogether, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of absent an actual or perceived conflict of interest where interest, and any necessary local or foreign counsel (limited to one or, in the Lenders affected by case of a conflict of interest, two such conflict notifies the Company firms of any existence of such conflict outside local and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of foreign counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (including any Cayman Islands stamp duty that may become payable on this Agreement or any other Loan Document).

Costs and Expenses. 15.4.1 The Company shall Ultimate Parent will, or will cause the Borrowers to, and Intermediate Parent, the Borrowers and each other Loan Party will, pay (i) all reasonable and documented out of pocket expenses (without duplication) incurred by the LendersAdministrative Agent, which in the case of legal fees shall be limited to Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Arrangers, which shall be limited to Cravath, Swaine & Xxxxx LLP and one firm local counsel in each of Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent or counsel the Arrangers, each jurisdiction of organization of any other Loan Party), in connection with the structuring, arrangement and syndication of the credit facilities provided for hereinarrangement, as well as the syndication, preparation, negotiation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement, Agreement and the other Loan Documents and the credit facilities provided for herein and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-and documented out of pocket expenses incurred by any Lenderthe Administrative Agent, which in the case of legal fees shall be limited to Arrangers and their respective Affiliates and the Lenders (including the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel, which shall be limited to one primary counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of and one local counsel in each appropriate local of Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent, the Arrangers or the Lenders, each jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of organization of any other Loan Party (and, solely in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any existence of such conflict interest, one additional counsel (and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of additional local counsel for such affected Person in each appropriate such jurisdiction))) to each group of affected parties that are similarly situated, taken as a whole) in connection with the enforcement or protection of its their respective rights in connection with this Agreement and the other Loan DocumentsDocuments and the credit facilities provided for herein, including its rights under this Section 15.4.1, or in connection with the Loans made hereunderSection.

Costs and Expenses. 15.4.1 The Company Loan Parties shall pay (i) all reasonable and documented out of out-of-pocket expenses (without duplication) incurred by the LendersAdministrative Agent and its Affiliates (including the reasonable fees, which charges and disbursements of counsel for the Administrative Agent) (limited, in the case of legal fees shall be limited counsel, to the reasonable and documented fees, charges and disbursements of one firm or primary counsel, and of a single local counsel in each relevant jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Lender, which in the case Letter of legal fees shall be limited to the Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, expensescharges and disbursements of one primary for the Administrative Agent, disbursements any Lender or the L/C Issuer, and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders party affected by such conflict notifies informs the Company of any existence Parent Borrower of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained thereafter retains its own counsel, of one other additional firm of counsel for all such affected Person in each appropriate jurisdictionparties taken as a whole)), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 15.4.1Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.