Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall Holdings and each of the Borrowers, jointly and severally, agree to pay (i) all reasonable out of and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each 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 reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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 SectionSection 10.04, or (B) in connection with the Loans made or and Letters of Credit issued made hereunder, including all such out of invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that Holdings and the Borrower’s obligations Borrowers shall not be required to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as more than one outside counsel for the Administrative Agent (in addition to any special counsel and up to one additional law firm as local counsel in each applicable local jurisdiction) for all other such parties, taken togetherPersons indemnified under this subsection (a) unless, in each appropriate jurisdiction the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsa), except that in representation of all such indemnified persons would be inappropriate due to the case where any such Person determines in good faith that a conflict existence of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such an actual or potential conflict of interest interest, in which case Holdings and engages its own separate counsel, the reasonable and documented Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such separate minimum number of additional outside counsel shall also be paid for the indemnified persons as is necessary to avoid any actual or reimbursedpotential conflict of interest.

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out-of-pocket expenses incurred by each of the Senior Facility Agent, the Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks and the Senior Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Senior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Senior Facility Agent, the Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks and its Affiliates the Senior Lenders (including MLPFS and including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for the Administrative AgentSenior Lenders and their Affiliates in each relevant jurisdiction (provided that, and in the case of special and local the continuation of an Event of Default, any Senior Lender may retain separate counsel retained by in the Administrative Agentevent of an actual conflict of interest (which may be multiple counsel, but not any other separate counsel only the least number necessary to resolve such conflict of interest) and the Arrangers or the LendersBorrower shall pay all reasonable fees, cost and expenses of such additional counsel), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Senior Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentSenior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the administration of this Agreement and the other Financing Documents (whether or not the L/C Issuertransactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the Senior Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Senior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the enforcement or protection (other than in connection with assignment of its Loans, participations in Letters of Credit or Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this SectionSection 11.06, or (B) including 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 the Obligations. The provisions of Creditthis Section 11.06 shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes). Notwithstanding the foregoing, provided in the event that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith Common Security Trustee reasonably believes that a conflict of interest does or exists in using one counsel, it may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages engage its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all the reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent, Agent (including all costs and of special and local counsel retained expenses incurred by the Administrative Agent, but not any other separate Agent and its counsel in connection with the perfection and priority of the security interests and Liens granted to the Arrangers Administrative Agent pursuant to the Loan Documents, including, without limitation, complete UCC and other lien searches and requests for information listing the financing statements referenced in Section 4.01(a)(iii)(B) and post filing confirmatory searches and any amendments or the Lendersmodifications thereto), in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications modifications, waivers or waivers other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith and any other aspect of the Transaction, (ii) all reasonable out of out-of-pocket expenses incurred by each 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 out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) ), and shall pay all 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 SectionSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall (a) pay (i) or reimburse the Agent for all its reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, execution and delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendmentsamendment, modifications supplement or waivers of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iib) pay or reimburse the Agent for all its reasonable out of and documented out-of-pocket costs and expenses incurred by each L/C Issuer in connection with the issuanceadministration of the transactions contemplated hereby and thereby, amendmentincluding, renewal without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agent (including one primary counsel and such local counsel as the Agent may reasonably require in connection with collateral matters), outside consultants, appraisers, and commercial finance examiners in connection with all of the foregoing, all customary fees and charges (as adjusted from time to time) of the Agent with respect to the disbursement of funds (or extension the receipt of any Letter funds) to or for the account of Credit the Borrower (whether by wire transfer or any demand otherwise), (c) pay or reimburse each Lender and the Agent for payment thereunder all their out-of-pocket costs 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 the L/C Issuer) in connection with the enforcement or protection of its any rights (A) in connection with under this Agreement and Agreement, the other Loan Documents, including its rights under this Section, or (B) Documents and any such other documents and in connection with the Term Loans made or Letters of Credit issued hereunderunder this Agreement, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditTerm Loans, provided that including, without limitation, the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause disbursements of counsel (iii) shall be limited to including the reasonable and documented legal allocated fees and expenses of a single law firm as counsel for in-house counsel) to each Lender and the Administrative Agent, and (d) to pay, indemnify, or reimburse each Lender and the Agent for, and one additional law firm as counsel for hold each Lender and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other such partiestaxes, taken togetherif any, in each appropriate jurisdiction (which may include a single law firm as special, local be payable or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this Agreement the other Loan Documents and any such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedother documents.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender and the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or any L/C Issuer the Swingline Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the Issuing Lender or the Swingline Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, provided however, that with respect to the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this above clause (iii) ), the Borrower shall be limited to only pay the reasonable and documented legal fees and expenses disbursements of counsel for a single law firm as counsel for selected by the Administrative Agent and one additional law firm as a single counsel for selected by all other of the Lenders (unless any such parties, taken togetherLender, in each appropriate jurisdiction (which may include a single law firm as specialgood faith, local or foreign counsel acting in multiple jurisdictions), except shall reasonably determine that in the case where any such Person determines in good faith that there is a conflict of interest does or may exist in connection with that causes it to be necessary for such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own Lender to be represented by separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinFacilities, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including, without limitation, such fees and expenses incurred in connection with (x) the creation, perfection or protection of the Liens under the Loan Documents (including all title insurance fees and all search, filing and recording fees) and (y) environmental assessments, insurance reviews, collateral audits and valuations, and field exams as provided herein, (ii) all reasonable out of out-of-pocket expenses incurred by each any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out of 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 the any L/C Issuer) ), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees Credit (including all such costs and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist incurred in connection with such legal representation and such Person advises any proceeding under the United States Bankruptcy Code involving the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedany other Loan Party as a debtor thereunder).

Costs and Expenses. The Borrower shall Borrowers agree (a) to pay (i) or reimburse all reasonable out of and documented in reasonable detail out-of-pocket expenses incurred on or after the Closing Date by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), limited, in the case of legal fees and expenses, to the Attorney Costs of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (ii) all reasonable out of pocket expenses incurred by each L/C Issuer which may be a single local counsel acting in connection with the issuancemultiple material jurisdictions), amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiib) all out of pocket expenses incurred by to pay or reimburse the Administrative Agent, any Lender or any L/C Issuer for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the feesAdministrative Agent, charges any Lender and disbursements any L/C Issuer taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of any counsel for a conflict of interest between the Administrative Agent, any Lender or the any L/C Issuer) , where the Person or Persons affected by such conflict of interest inform the Borrowers in connection with writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated taken as a whole)). The agreements in this Section 11.04 shall survive the enforcement or protection satisfaction of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights Termination Conditions. All amounts due under this SectionSection 11.04 shall be paid promptly following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or (B) in connection with the Loans made other amounts payable by it hereunder or Letters of Credit issued hereunderunder any Loan Document, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for Loan Party by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimburseddiscretion.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent provided that such fees, charges and disbursements shall be limited to one primary counsel, one additional firm of special and local counsel retained by the Administrative Agentin each applicable jurisdiction and, but not if necessary, any other separate counsel to the Arrangers or the Lendersadditional special regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or 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), (ii) all reasonable and documented out of pocket expenses incurred by each 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 any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) , provided that such fees, charges and disbursements shall be limited to one primary counsel, one additional firm of local counsel in each applicable jurisdiction and, 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 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one (1) primary counsel and one (1) additional local counsel per additional jurisdiction for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any one (1) primary counsel and one (1) additional local counsel per additional jurisdiction for the Administrative Agent, any Lender or the L/C Issuer) Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, to the extent provided in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedSection 9.1.5 [Visitation Rights].

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates and each Lead Arranger (including MLPFS and including the reasonable and invoiced fees, charges and disbursements of any one counsel for the Administrative any Agent, and of special and plus one local counsel retained by the Administrative Agent, but not in any other separate counsel to the Arrangers or the Lendersjurisdiction reasonably necessary), in connection with the administration, syndication and closing of the credit facilities provided for herein, the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated and whether or not such amendment or waiver becomes effective), (ii) all reasonable out of documented out-of-pocket expenses incurred by each 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 reasonable documented out-of-pocket expenses incurred by the Administrative any Agent, any Lender or any Lender, L/C Issuer or Lead Arranger (including the reasonable documented fees, charges and disbursements of any one counsel for to the Administrative AgentAgents, any Lender or the Lenders and L/C IssuerIssuers taken as a whole, plus one local counsel to the Agents, Lenders, L/C Issuers and Lead Arrangers taken as a whole in each relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel to each affected Agent, Lender, L/C Issuer and Lead Arranger plus one local counsel in each relevant jurisdiction for each affected Lender, Agent, L/C Issuer and Lead Arranger) in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans made made, B/As accepted or purchased or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/As or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all reasonable out of and documented out-of-pocket expenses incurred by each an L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) after the occurrence and during the continuance of an Event of Default, all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that the Borrower’s obligations to pay or reimburse for legal reasonable fees and expenses pursuant to this clause (iii) disbursements of outside counsel shall be limited to the reasonable and documented legal fees and expenses of a single law firm as (x) one primary counsel for the Administrative Agent, the Collateral Agent and one additional law firm as counsel for all other such partiesthe Lenders and, taken together, in each appropriate jurisdiction (which may include a single law firm as specialif reasonably required by the Administrative Agent, local or foreign specialist counsel acting in multiple jurisdictions), except that in and (y) one additional counsel for the case where any such Person determines in good faith that a Lenders (unless there is an actual or perceived conflict of interest does or may exist that requires separate representation for any Lender, in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own which case those Lenders similarly affected shall, as a whole, be entitled to one separate counsel) and, to the reasonable and documented legal fees and expenses of such separate counsel shall also be paid extent reasonably necessary, local or reimbursedspecialist counsel.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS all accounting, appraisal, environmental, audit, and including professional search services fees and the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable fees and reasonable time charges and reasonable disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the reasonable fees, reasonable charges and reasonable disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Issuing Lender), and shall pay all reasonable fees and reasonable time charges for attorneys who may be employees of 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent Agent’s regular employees and one additional law firm as counsel for all other such partiesagents engaged periodically to perform audits of the Loan Parties’ books, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation records and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedbusiness properties.

Costs and Expenses. The Borrower shall agrees, whether or not any Loan is made under this Agreement, to pay or reimburse the Administrative Agent and each Bank upon demand for (i) all reasonable out of documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinsyndication, the preparation, negotiationdocumentation, execution, delivery and administration negotiation and/or execution of this Agreement and/or any of the other Transaction Documents (ii) all recording, filing and search fees and expenses incurred by the Administrative Agent in connection with this Agreement and/or any of the other Transaction Documents, (iii) all reasonable documented out-of-pocket costs and expenses (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initioreasonable attorneys’ fees and expenses) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer the Administrative Agent in connection with the issuance(A) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or extension restatement of this Agreement and/or any of the other Transaction Documents or (B) the preparation of any Letter waiver or consent under this Agreement or under any of Credit or any demand for payment thereunder the other Transaction Documents, (iv) if an Event of Default occurs, all reasonable documented out-of-pocket costs and expenses (iiiincluding, without limitation, reasonable attorneys’ fees and expenses) all out of pocket expenses incurred by the Administrative Agent, any Lender Agent or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Bank in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) any civil penalty or protection of its rights fine assessed by OFAC against, and all reasonable documented costs and expenses (Aincluding counsel fees and disbursements) incurred in connection with this Agreement and defense thereof by, the other Loan Documents, including its rights under this Section, Administrative Agent or (B) in connection with any Bank as a result of conduct of 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 Borrower that the Borrower’s obligations violates a sanction enforced OFAC. The Borrower further agrees to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel each Bank upon demand for all any stamp or other such parties, taken together, in each appropriate jurisdiction (similar taxes which may include a single law firm as specialbe payable with respect to the execution, local or foreign counsel acting in multiple jurisdictions)delivery, except recording and/or filing of this Agreement and/or any of the other Transaction Documents. The Borrower acknowledges and agrees that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal attorneys’ fees and expenses referred to above shall be determined on the basis of rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by such separate counsel attorneys) retained by the Administrative Agent or any Bank. All of the obligations of the Borrower under this Section 9.03(a) shall also be paid or reimbursedsurvive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Agent, the Joint Bookrunners and its Affiliates (including MLPFS the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent, the Joint Bookrunners and of special and local the Joint Lead Arrangers (limited to a single outside counsel retained by the Administrative Agentand, but not any other separate counsel to the Arrangers or the Lendersextent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each L/C Issuer any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and Credit, (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Issuing Lender or any L/C Issuer (Lender, including the fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or any Lender (limited to one external counsel and, to the L/C Issuer) extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), 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, or (B) in connection with the Loans made or made, Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedthereof.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one counsel for the Administrative AgentAgent and, and if reasonably necessary, of special and one local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the LendersAdministrative Agent in any relevant material jurisdiction), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerLenders and 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, 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, provided that in the Borrower’s obligations to pay or reimburse for case of legal fees and expenses pursuant to this clause (iii) Section 12.3(a), such fees and expenses shall be limited to the reasonable and documented legal fees fees, disbursements and expenses other charges of one counsel to the Administrative Agent, its Affiliates, the Lenders, the Issuing Lender, the Swingline Lender and the Arrangers (taken as a single law firm as whole) and, if reasonably necessary, of one local counsel for to the Administrative Agent and one additional law firm the Arrangers (taken as counsel for all other such partiesa whole) in any relevant material jurisdiction, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that and in the case where any such Person determines in good faith that a of an actual or perceived conflict of interest does or may exist interest, one additional counsel in connection with such legal representation and such Person advises the Borrower each relevant jurisdiction to each group of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedaffected persons similarly situated (taken as a whole).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of and documented out-of-pocket fees, costs and expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket fees, costs and expenses incurred by the Administrative Agent, any Lender the Collateral Agent, the Issuing Bank or any L/C Issuer Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. Unless an Event of CreditDefault has occurred and is continuing, provided that the Borrower’s obligations to pay or reimburse Borrower shall not be responsible for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and one additional law firm as counsel for all other such parties, taken together(y) 0.05% of the total Commitments, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, disbursements and other charges and disbursements of a single firm of counsel for the Administrative Agent, and of special and local counsel retained if reasonably required by the Administrative Agent, but not any other separate local or specialist firms of counsel to the Arrangers or the Lenders(which may include a single firm of counsel acting in multiple jurisdictions)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all reasonable out of and documented out-of-pocket expenses incurred by each an L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) after the occurrence and during the continuance of an Event of Default, all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, disbursements and other charges and disbursements of any legal counsel for the Administrative Agent, any Lender or the Lenders and the L/C IssuerIssuers) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that the Borrower’s obligations to pay or reimburse for reasonable fees, disbursements and other charges of such legal fees and expenses pursuant to this clause (iii) counsel shall be limited to the reasonable and documented legal fees and expenses (x) one primary firm of a single law firm as counsel for the Administrative Agent Agent, the Lenders and one additional law firm as the L/C Issuers and, if reasonably required by the Administrative Agent, local or specialist firms of counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm of counsel acting in multiple jurisdictions) and (y) if there is an actual or perceived conflict of interest that requires separate representation for any Lender and such Lender informs the Borrower of such conflict, in which case such Lender and those Lenders similarly affected shall, as speciala whole, be entitled to one separate firm of counsel and, to the extent reasonably necessary, local or foreign specialist firms of counsel (which may include a single firm of counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall Borrowers shall, jointly and severally, pay (i) all reasonable out of pocket expenses actually incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative AgentAgent and the Arrangers (taken as a whole), (B) one local or foreign counsel in each relevant jurisdiction, and of (C) any necessary special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersregulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses actually 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 out of pocket expenses actually incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any (A) one counsel for the Administrative AgentAgent and the Arrangers (taken as a whole), any Lender or (B) one counsel for the Lenders and the L/C IssuerIssuers, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) one necessary special or regulatory counsel and (E) in the case of any actual or perceived conflict of interest with respect to any of the counsel indentified in clauses (A) through (D) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant jurisdiction)), in connection with the enforcement or protection of its rights (Ax) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (By) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, provided that, for purposes of the reimbursement obligations under clauses (i) and (ii) hereof for expenses incurred on or prior to the Closing Date only, such reimbursement obligations shall be limited to one primary counsel of the Administrative Agent and its Affiliates (taken as a whole), and if necessary, by a single firm or local counsel in each appropriate jurisdiction (unless such representation by a single counsel would be inappropriate due to the existence of an actual or reasonably perceived conflict of interest); and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentAgent and its Affiliates, any Lender or the L/C Issuer) Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of CreditCredit and (iv) all out-of-pocket expenses of the Lenders incurred in the case of documentary taxes. Notwithstanding the foregoing, provided that the Borrower’s Borrower shall not be responsible for obligations to pay or reimburse for legal fees and expenses pursuant to this incurred under clause (iii) shall be limited to the reasonable hereof except for, attorney’s fees, expenses and documented legal fees and expenses charges for (w) one primary counsel of a single law firm as counsel for the Administrative Agent and one additional law its Affiliates (taken as a whole), (x) if necessary, a single firm as of local counsel for all other such parties, taken together, in each appropriate jurisdiction jurisdiction, (which may include y) additional counsel if such representation by a single law firm as special, local counsel would be inappropriate due to the existence of an actual or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a reasonably perceived conflict of interest does or may exist in connection with such legal representation interest, and such Person advises (z) any other counsel as reasonably necessary; provided that any Lender who hires third party counsel will endeavor to provide the Borrower with prior written notice thereof before the incurrence of such actual or potential conflict of interest fees, expenses, and engages its own separate counselcharges, although failure to provide such notice shall not waive the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedBorrower’s reimbursement obligations under clause (z) hereof.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) 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, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit. The foregoing costs and expenses shall include all search, provided that the Borrower’s obligations to pay or reimburse for legal filing, recording, appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for incurred by the Administrative Agent or any Lender and one additional law firm as counsel for the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.04 shall be payable within thirty days after demand. The agreements in this Section shall survive the termination of the Commitments and repayment of all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Global Agent, the Revolver Agent, the Collateral Agent and its their respective Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one primary counsel for the Administrative Global Agent, the Revolver Agent and the Collateral Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local the Global Agent or the Revolver Agent unless such costs result from services provided by such internal counsel retained are duplicative of services then being provided by the Administrative Agent, but not any other separate outside counsel to the Arrangers Global Agent, the Revolver Agent, the Collateral Agent or the Lenders)any of their respective Affiliates, as applicable, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated and limited in the case of legal fees, charges and disbursements to fees, charges and disbursements of one primary counsel to the Agents, and if necessary, one local counsel in each appropriate jurisdiction), (ii) all reasonable and documented out of pocket expenses incurred by each L/C any LC Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of pocket expenses incurred by the Administrative Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any L/C LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the L/C Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer unless such costs result from services provided by such internal counsel that are duplicative of services then being provided by outside counsel to the Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer) , as applicable, 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent Global Agent’s and one additional law firm as counsel for all other such partiesthe Revolver Agent’s regular employees and agents engaged periodically to perform audits of the Credit Parties’ books, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation records and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedbusiness properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lead Arranger and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender the Issuing Bank or any L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. Unless an Event of CreditDefault has occurred and is continuing, provided that the Borrower’s obligations to pay or reimburse Borrower shall not be responsible for legal fees and expenses pursuant to this clause the reimbursement of any (iiii) shall be limited to the reasonable and documented legal fees fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Section 5.12(d) and one additional law firm as counsel (ii) any fees, costs and expenses incurred in accordance with Section 5.06(b), collectively in an aggregate amount in excess of $200,000 in the aggregate incurred for all other such partiesfees, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable feesshall, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated and whether or thereby shall be consummated)not any of the following are incurred before or after the Closing Date, pay, within five (ii5) Business Days after demand, all reasonable out and documented costs and expenses of pocket expenses incurred by each L/C Issuer the Agents in connection with the preparation, issuance, amendmentdelivery, renewal filing, recording, performance and administration of this Agreement, the other Transaction Documents, and any other documents which may be delivered in connection herewith or extension of any Letter of Credit or any demand for payment thereunder therewith, including, without limitation, all reasonable and (iii) all out of pocket expenses incurred by the Administrative Agentdocumented engineers’, any Lender or any L/C Issuer architects’, environmental, insurance, grant and other consultants’ fees (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) such fees incurred in connection with the enforcement or protection preparation of its rights (A) in connection with this Agreement any report referred to herein and the other Loan Documentsany inspections pursuant hereto), including its rights under this Section, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselAttorney Costs, the reasonable and documented legal fees and expenses of any local counsel who may be retained by the Administrative Agent with respect to the transactions contemplated by this Agreement, and all reasonable and documented costs and expenses incurred by any Secured Party (including Attorney Costs) in connection with (a) any and all amounts which any Secured Party has paid relative to curing any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Transaction Document, (b) the enforcement or attempted enforcement of, or the investigation or preservation of any rights or remedies under, this Agreement or any other Transaction Document, or (c) any amendment, waiver or consent with respect to any provision contained in this Agreement or any other Transaction Document. Notwithstanding the foregoing, the documented costs and expenses of the Agents incurred complying with any instructions (whether reasonable or not) of the Secured Parties in connection with any Default or Event of Default by Borrower or enforcement of rights under the Financing Documents shall be deemed reasonably incurred by such separate counsel Agents (to the extent the incurrence of such costs and expenses is reasonably required to comply with such instructions) and are reimbursable by Borrower hereunder. In addition, the Borrower shall also pay any and all stamp and other taxes and fees payable or determined to be paid payable in connection with the execution, delivery, filing and recording of this Agreement or reimbursedany other Transaction Document, or any other document which may be delivered in connection with this Agreement, and agrees to save the Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each 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 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 the any L/C Issuer) ), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to . The Company shall also pay for (or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and one additional law firm as counsel for all other environmental reports, and any review of such partiesappraisals, taken togetherlimited updated appraisals, and environmental reports by the Administrative Agent’s internal or external consultants relating to Eligible Borrowing Base Real Estate, real estate that is included in the calculation of the Revolving Borrowing Base, or real estate that the Company seeks at any point to have included in the calculation of the Revolving Borrowing Base, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case to the case where extent any such Person determines in good faith that a conflict appraisal, limited updated appraisal, or environmental report is required to be delivered to (or received by) the Administrative Agent pursuant to the terms of interest does the Agreement, or may exist in connection with such legal representation and such Person advises is otherwise delivered or requested by the Borrower of such actual Company or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedany Subsidiary.

Costs and Expenses. The Each Borrower (jointly and severally) shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each 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 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 the any L/C Issuer) ), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to . The Company shall also pay for (or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and one additional law firm as counsel for all other environmental reports, and any review of such partiesappraisals, taken togetherlimited updated appraisals, and environmental reports by the Administrative Agent’s internal or external consultants relating to Eligible Borrowing Base Real Estate, real estate that is included in the calculation of the Revolving Borrowing Base, or real estate that the Company seeks at any point to have included in the calculation of the Revolving Borrowing Base, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case to the case where extent any such Person determines in good faith that a conflict appraisal, limited updated appraisal, or environmental report is required to be delivered to (or received by) the Administrative Agent pursuant to the terms of interest does the Agreement, or may exist in connection with such legal representation and such Person advises is otherwise delivered or requested by the Borrower of such actual Company or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedany Subsidiary.

Costs and Expenses. The Borrower Credit Parties jointly and severally agree that they shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including Attorney Costs but limited, in the case of Attorney Costs, to the reasonable fees, charges expenses and disbursements of one primary counsel for the Administrative Agent, Agent and its Affiliates (taken as a whole) and of one special and one local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the LendersAdministrative Agent and its Affiliates (taken as a whole) in each relevant material jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements Attorney Costs of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender but limited, in the case of Attorney Costs, to the reasonable fees, expenses and disbursements of one primary counsel for the Administrative Agent, the Lenders and the Issuing Lender (taken as a whole) and of one special and one local counsel to the Administrative Agent, the Lenders and the Issuing Lender (taken as a whole) in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties taken as a whole)), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this SectionSection 11.5, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower shall agrees to pay or reimburse upon demand (ia) Agent for all reasonable out of out-of-pocket costs and expenses incurred by the Administrative Agent and it or any of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement (includingany transaction contemplated therein, without limitationin each case including Attorney Costs of Agent, the administration cost of any assignment under Section 10.06 that is determined environmental audits, syndication, distribution, Collateral audits and appraisals, background checks and similar expenses, to be void ab initiothe extent permitted hereunder, (b) Agent for all reasonable costs and the other Loan Documents expenses incurred by it or any amendmentsof its Related Persons in connection with internal audit reviews, modifications or waivers field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners), (c) each of Agent, its Related Persons, and L/C Issuer for all costs and expenses incurred in connection with (i) the creation, perfection and maintenance of the provisions hereof or thereof (whether or not perfection of Agent’s Liens upon the transactions contemplated hereby or thereby shall be consummated)Collateral, including Lien search, filing and recording fees, (ii) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, (iii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or any attempt to inspect, verify, protect, insure, collect, sell, liquidate or otherwise dispose of any Collateral or (iv) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation, Effective Date Related Transaction, or transactions contemplated hereby, including Attorney Costs, (d) the cost of purchasing insurance that the Credit Parties fail to obtain as required by the Loan Documents and (e) fees and disbursements of Attorney Costs of one law firm on behalf of all reasonable out of pocket expenses Lenders (other than Agent) incurred by each L/C Issuer in connection with any of the issuancematters referred to in clause (c) above, amendmentand to the extent necessary, renewal or extension of any Letter of Credit or any demand for payment thereunder (i) one local counsel in each relevant jurisdiction, (ii) regulatory counsel if reasonably required and (iii) all out of pocket expenses incurred by solely in 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 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses event of a single law firm as counsel for the Administrative Agent and conflict of interest, one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include be a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict Person) of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedsimilarly situated affected Persons.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any expenses reimbursed pursuant to Section 3.3(c), all reasonable and documented out of pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lenders) in connection with the enforcement or protection of its rights upon the occurrence of an Event of Default (A) in connection 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; provided, provided however, that in connection with any one such action or any separate but substantially similar or related actions in the Borrower’s obligations to pay or reimburse same jurisdiction, the Credit Parties shall not be liable for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as more than one counsel for to the Administrative Agent Agent, the Lenders and the Issuing Lenders (along with one local counsel in each applicable jurisdiction and one regulatory counsel), unless there shall exist an actual conflict of interest among such Persons, and in such case, not more than one additional counsel to the affected parties (along with one additional local counsel in each applicable jurisdiction and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsregulatory counsel), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower and each other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that such legal fees and expenses in respect of counsel shall be limited to one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, the Arranger and their Affiliates, taken as a whole, as to which the Administrative Agent reasonably determined local counsel is necessary, (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) any 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for such legal fees and expenses pursuant to this clause (iii) in respect of counsel shall be limited to the reasonable one primary counsel, and documented legal fees and expenses of a single law firm as one local counsel in each applicable jurisdiction, for the Administrative Agent and one additional law firm as counsel for all other such partiesthe Lenders (selected by the Administrative Agent), taken togetheras a whole, in each appropriate jurisdiction (as to which may include a single law firm as specialthe Administrative Agent reasonably determined local counsel is necessary, local or foreign counsel acting in multiple jurisdictions), except that and in the case where any such Person determines in good faith that of a conflict of interest does or may exist interest, one additional counsel in connection each relevant jurisdiction to each affected Lender reasonably making such determination. This Section 12.3(a) shall not apply with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedrespect to Taxes that are addressed in Section 5.11.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), for all reasonable and documented (in reasonable detail) out-of-pocket costs and expenses incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery syndication and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or and thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP (as counsel to the Administrative Agent and the Arrangers, taken as a whole), (ii) all 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 [reserved] and (iii) all out of pocket expenses incurred by the Administrative Agentif reasonably necessary, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as one local counsel for the Administrative Agent and one additional law firm the Arrangers taken as counsel for all other such parties, taken together, a whole in each appropriate relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which which, where reasonably practicable, may include be a single law firm acting as special, local or foreign counsel acting in multiple relevant jurisdictions), except that and (b) to pay or reimburse the Administrative Agent, the Issuers and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such 190 costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, the Issuers and the Lenders taken as a whole (and, if reasonably necessary, one local counsel to the Administrative Agent, the Issuers and the Lenders in any relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which, where reasonably practicable, may be a single law firm acting as local counsel in multiple relevant jurisdictions) and, in the case where event of any such Person determines in good faith that a conflict of interest does or may exist in connection with between any of the Administrative Agent, the Issuers and the Lenders (where the Person affected by such legal representation and such Person advises conflict of interest has informed the Borrower of such actual conflict), one additional counsel in each relevant jurisdiction to each group of affected Lenders and/or Issuers similarly situated taken as a whole)). The agreements in this Section 12.3 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or potential conflict of interest and engages its own separate counselother amounts payable by it hereunder or under any Loan Document, the reasonable and documented legal fees and expenses such amount may be paid on behalf of such separate Loan Party by the Administrative Agent in its sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent, any Issuer and/or any Lender may receive a benefit, including a discount, credit or other accommodation, from any of such counsel shall also be based on the fees such counsel may receive on account of their relationship with the Administrative Agent, such Issuer, and/or such Lender, including fees paid pursuant to this Agreement or reimbursedany other Loan Document.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all out of out-of-pocket expenses incurred by the Administrative any Agent, the Issuing Bank or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative any Agent, the Issuing Bank or any Lender or the L/C IssuerLender) 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, Section 12.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding anything to the contrary contained in this Section 12.03(a) or elsewhere in any of the Loan Documents, provided that neither the Borrower’s obligations Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses any costs, expenses, fees, taxes or other charges of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local any nature whatsoever that are incurred or foreign counsel acting in multiple jurisdictions), except that in the case where payable by any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual any assignment referred to in Section 12.04(b), any participation referred to in Section 12.04(d) or potential conflict of any pledge or security interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedreferred to in Section 12.04(f).

Costs and Expenses. The Borrower Company shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable reasonable, out of pocket fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Agent in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each 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 reasonable out of pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the reasonable out of pocket fees, charges and disbursements of any counsel for 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) ), the Company shall not be limited required to reimburse such fees, charges and disbursements of more than one counsel to the reasonable Administrative Agent, the L/C Issuer and documented legal fees and expenses of a single law firm as counsel for all the Administrative Agent and one additional law firm as counsel for all other such partiesLenders, taken togetheras a whole, in each appropriate jurisdiction (which may include a single law firm as specialand if necessary, one local domestic or foreign counsel acting in multiple jurisdictions)any relevant domestic or foreign jurisdiction, except that in to the case where any Administrative Agent, the L/C Issuer and the Lenders, taken as a whole, unless the representation of one or more Lenders by such Person determines in good faith that a counsel would be inappropriate due to the existence of an actual conflict of interest does or may exist interest, in connection with such legal representation and such Person advises which case, upon prior written notice to the Borrower of such actual or potential conflict of interest and engages its own separate counselCompany, the reasonable and documented legal fees and expenses of such separate counsel Company shall also be paid or reimbursedrequired to reimburse the reasonable out of pocket fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each the L/C Issuer Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any L/C Issuer) ), and shall pay all allocated fees and time charges for attorneys who may be employees of the Administrative Agent, 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, 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 CreditCredit and (iv) to the extent not already covered by any of the preceding subsections, provided that all reasonable costs and expenses incurred by the Borrower’s obligations Administrative Agent, the L/C Issuers or the Lenders in connection with any bankruptcy or other proceeding of the type described in Section 8.01(f), including the reasonable fees and disbursements of counsel to pay or reimburse for legal the Administrative Agent, any L/C Issuer and any Lender, whether such fees and expenses pursuant to this clause (iii) shall be limited to are incurred prior to, during or after the reasonable and documented legal fees and expenses commencement of a single law firm as counsel for such proceeding or the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local confirmation or foreign counsel acting in multiple jurisdictions), except that in the case where conclusion of any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedproceeding.

Costs and Expenses. The Borrower shall pay (i) reimburse Agent for all reasonable out of and documented out-of-pocket costs and reasonable and documented out-of-pocket expenses, including, without limitation, legal expenses and attorneys’ fees (whether for internal or outside counsel), incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication (i) documentation and consummation of the credit facilities provided for hereintransactions contemplated by or related to this Agreement and the Other Agreements, including, without limitation, Uniform Commercial Code and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review costs; (ii) collection, protection or enforcement of any rights in or to the preparation, negotiation, execution, delivery Collateral; (iii) collection of any Liabilities; and (iv) administration and enforcement of any of Agent’s and/or any Lender’s rights under this Agreement or any Other Agreement (including, without limitation, the administration any costs and expense of any assignment under Section 10.06 that is determined third party provider engaged by Agent for such purposes). Borrower shall also pay all normal service charges with respect to all accounts maintained by Borrower with any Lender and LaSalle and any additional services requested by Borrower from any Lender and LaSalle. All such costs, expenses and charges shall, if owed to LaSalle, be void ab initio) reimbursed by Agent and Lenders and in such event, or in the event such costs and expenses are owed to Agent or a Lender, shall constitute Liabilities hereunder, shall be payable by Borrower to Agent on demand, and until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoices for such fees, costs, expenses and charges of Persons other Loan Documents than Agent or any amendmentsLenders to Borrower promptly after receipt thereof from such Persons. In addition, modifications or waivers during the occurrence and continuance of the provisions hereof or thereof an Event of Default, Borrower shall reimburse each Lender for all documented out-of-pocket costs and documented out-of-pocket expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or not the transactions contemplated hereby or thereby shall be consummatedoutside counsel), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer such Lender in connection with the issuance(i) collection, amendment, renewal protection or extension enforcement of any Letter rights in or to the Collateral; (ii) collection of Credit or any demand for payment thereunder Liabilities; and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges administration and disbursements enforcement of any counsel for 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 Lenders’ rights under this Section, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedAgreement.

Costs and Expenses. The Borrower Borrowers, jointly and severally, shall pay (i) all reasonable and documented out of pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; provided that such counsel’s reasonable fees, charges and of disbursements shall be limited to (i) one law firm acting as transaction counsel for the Administrative Agent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and (ii) one law firm acting as special and local counsel retained by in each applicable jurisdiction in which the Administrative Agent, but not any other separate Agent reasonably determines such local counsel to the Arrangers or the Lendersbe necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each 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 or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any L/C Issuer) ), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or any L/C Issuer (Lender, including the reasonable fees, charges and disbursements of any one outside counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, the Issuing Bank and the Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or the L/C Issuer) conflict of interest arise, 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the reasonable and all documented legal fees costs, expenses, assessments and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist charges incurred in connection with such legal representation and such Person advises any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. For the Borrower avoidance of such actual or potential conflict of interest and engages its own separate counseldoubt, this Section 9.03(a) shall not apply to Taxes, the reasonable and documented legal fees and expenses payment of such separate counsel shall also be paid or reimbursedwhich is governed by Section 2.16.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and reasonable and documented disbursements of an external counsel for the Administrative Agent, Agent (which shall be the only counsel Borrower shall be required to reimburse with respect to the initial preparation of the Loan) and of any special and or local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or Administrative Agent (on behalf of the Lenders), if necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each 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 out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (after the occurrence of a Default) or any the L/C Issuer (including the fees, charges and reasonable disbursements of any one lead counsel for the Administrative Agent, any Lender or the Lenders and the L/C IssuerIssuer taken as a whole, one local counsel in each relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional firm of counsel (and local counsel) in each relevant jurisdiction for the Administrative Agent, each Lender or group of Lenders subject to such conflict and similarly situated), 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS Xxxxx Fargo and including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent, and and, if necessary, of one appropriate special and local counsel retained by the Administrative AgentAgent in each relevant jurisdiction, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and 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 out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and out-of-pocket fees, charges and disbursements of any counsel for 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented out-of-pocket legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented out-of-pocket legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all reasonable out of pocket and invoiced out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS but limited, in the case of legal fees and including expenses, to the reasonable and invoiced fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and, and of special and local counsel retained by the Administrative Agentif necessary, but not any other separate one regulatory counsel to the Arrangers or Administrative Agent and one local counsel to the LendersAdministrative Agent in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket and invoiced out‑of‑pocket expenses incurred by each 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 out of pocket reasonable and invoiced out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the reasonable and invoiced fees, charges and disbursements of any counsel for 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii), the Loan Parties shall not be required to reimburse such fees, charges and disbursements of more than (A) shall be limited one counsel to the reasonable Administrative Agent (and documented legal fees and expenses of a single law firm as one regulatory counsel for to the Administrative Agent and one additional law firm as local counsel to the Administrative Agent in any relevant jurisdiction) and (B) one counsel to all the Lenders (and one regulatory counsel to all the Lenders and one local counsel to all the Lenders in any relevant jurisdiction), unless the representation of one or more Lenders by counsel for all other such parties, taken togetherLenders would be inappropriate due to the existence of an actual conflict of interest, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel Loan Parties shall also be paid or reimbursedrequired to reimburse the fees, charges and disbursements of one counsel to such affected Lenders.

Costs and Expenses. The Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower shall agrees to pay or reimburse upon demand (ia) Agent for all reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent and it or any of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement any transaction contemplated therein, in each case including Attorney Costs of one law firm or other external counsel, one local counsel in each relevant material jurisdiction, and, to the extent reasonably necessary, special or regulatory counsel, of Agent, background checks and similar expenses, to the extent permitted hereunder, (includingb) following the occurrence and during the continuance of an Event of Default, without limitationor during a “work-out”, Agent for (i) the administration cost of any assignment under Section 10.06 that is determined to be void ab initio) environmental audits, Collateral audits and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), appraisals and (ii) all reasonable out of pocket and documented costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the documented out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners), (c) each of Agent, its Related Persons, and L/C Issuer for all reasonable costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including Attorney Costs, (d) fees and disbursements of Attorney Costs of one law firm, selected by the Required Lenders, on behalf of all Lenders (other than Agent) incurred in connection with any of the matters referred to in clause (b) above and (e) Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with any resignation or removal of Agent and appointment of a successor Agent pursuant to Section 8.9 including (without limitation) (i) the reasonable and documented out-of-pocket costs and expenses incurred in connection with the issuance, amendment, renewal or extension preparation of any Letter of Credit or agency agreement among any demand for payment thereunder successor Agent and each Lender and (iiiii) all out of pocket expenses incurred reasonable fees charged by the Administrative such successor Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and out-of-pocket disbursements of one U.S. and one Canadian counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all Extraordinary Expenses, (iii) all reasonable out of out-of-pocket expenses incurred by each of the L/C Issuer Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any one U.S. and one Canadian counsel for the Administrative Agent, any Lender or the 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. If, provided for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Rate should have applied to a period than was actually applied, then the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) proper margin shall be limited applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the pro rata benefit of Lenders, an amount equal to the reasonable and documented legal fees and expenses of a single law firm as counsel for difference between the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict amount of interest and engages its own separate counsel, fees that would have accrued using the reasonable proper margin and documented legal fees and expenses of such separate counsel the amount actually paid. All amounts payable by Borrowers under this Section shall also be paid or reimburseddue on demand.

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out-of-pocket expenses incurred by each of the Commercial Banks Facility Agent, the Common Security Trustee and the Commercial Bank Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Commercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Commercial Banks Facility Agent, the Common Security Trustee and its Affiliates the Commercial Bank Lenders (including MLPFS and including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for the Administrative AgentCommercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, and in the case of special and local the continuation of an Event of Default, any Commercial Bank Lender may retain separate counsel retained by in the Administrative Agentevent of an actual conflict of interest (which may be multiple counsel, but not any other separate counsel only the least number necessary to resolve such conflict of interest) and the Arrangers or the LendersBorrower shall pay all reasonable fees, cost and expenses of such additional counsel), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all reasonable out and documented out-of-pocket expenses incurred by the Commercial Banks Facility Agent and the Common Security Trustee (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Commercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (d) all reasonable and documented out-of-pocket expenses incurred by each L/C Issuer Joint Lead Arranger, Joint Lead Bookrunner, Co-Documentation Agent and Co-Syndication Agent in connection with the issuance, amendment, renewal or extension initial syndication of any Letter of Credit or any demand for payment thereunder the credit facility under this Agreement (including reasonable printing and travel expenses) and (iiie) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Credit Agreement Secured Parties (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentCommercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender or may retain separate counsel in the L/C Issuerevent of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the enforcement or protection (other than in connection with assignment of its Commercial Bank Loans or Commercial Banks Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this SectionSection 10.06, or (B) including 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 the Obligations. This provisions of Creditthis Section 10.06 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding the foregoing, provided in the event that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith Common Security Trustee reasonably believes that a conflict of interest does or exists in using one counsel, it may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages engage its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of an Agent, Required Lenders, Required US Lenders or Required Canadian Lenders shall be at the expense of such Credit Party, and neither an Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand (ia) each Agent for all reasonable out of reasonable, documented out-of-pocket costs and expenses incurred by the Administrative Agent and it or any of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, executionsyndication, delivery execution or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement (includingany transaction contemplated therein, without limitationin each case including Attorney Costs of Agents, the administration cost of any assignment under Section 10.06 that is determined environmental audits, Collateral audits and appraisals, background checks and similar expenses, to be void ab initiothe extent permitted hereunder, (b) each Agent for all reasonable costs and the other Loan Documents out-of-pocket expenses incurred by it or any amendmentsof its Related Persons in connection with internal audit reviews, modifications field examinations and Collateral examinations (which shall be reimbursed, in addition to the reasonable, documented out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by such Agent for its examiners) to the extent required by the terms hereof, (c) each of each Agent, its Related Persons, and L/C Issuer for all reasonable, documented costs and out-of-pocket expenses incurred in connection with (i) any refinancing or waivers restructuring of the provisions hereof or thereof (whether or not credit arrangements provided hereunder in the transactions contemplated hereby or thereby shall be consummated)nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including Attorney Costs and (d) fees and disbursements of Attorney Costs of one law firm on behalf of all reasonable out of pocket expenses Lenders (other than Agent) incurred by each L/C Issuer in connection with any of 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 or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) matters referred to 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiic) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedabove.

Costs and Expenses. The Borrower Each of Borrowers jointly and severally agrees that it shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer the Issuing Lender 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 or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender, provided that, for purposes of this parenthetical, such counsel of the Administrative Agent, the Lenders and the Issuing Lender shall be limited to one United States counsel and one counsel in each applicable foreign jurisdiction, in each case as chosen by the Administrative Agent) in connection with the enforcement or enforcement, exercise and/or protection of its rights and/or remedies (A) in connection 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 out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing or Section 14.3(b) below, provided that the Borrower’s Borrowers’ obligations to pay or reimburse for legal fees and expenses pursuant to this under clause (iiii) of this Section 14.3(a), and the Borrowers’ indemnification obligations under Section 14.3(b) below as such indemnification obligations relate to the expenses, fees, charges and disbursements referred to in clause (i) of this Section 14.3(a), shall be limited as and to the reasonable and documented legal fees and expenses extent provided in numbered paragraph 4 of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedFee Letter.

Costs and Expenses. The Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent, the Lead Arrangers or Required Lenders, shall be at the expense of such Credit Party, and neither Agent, the Lead Arrangers nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower shall agrees to pay or reimburse upon demand (ia) Agent and the Lead Arrangers for all reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements them or any of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)their Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification or waiver of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement any transaction contemplated herein or therein (including, without limitation, the administration of including any assignment prepayment under Section 10.06 that is determined to be void ab initio1.7 or Section 1.8) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), in each case including Attorney Costs of Agent and the Lead Arrangers, the cost of reasonably requested environmental audits, Collateral audits and appraisals, background checks and similar expenses, subject to the express limits set forth in Section 4.9; provided that Agent’s and the Lead Arrangers’ counsel fees and expenses shall be limited to reasonable and documented out-of-pocket attorneys’ fees of one firm of counsel and, if necessary, additional counsel required to accommodate conflicts of interest and a single local counsel in each appropriate jurisdiction (iiwhich may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction), (b) each L/C Issuer for all reasonable out of and documented out-of-pocket expenses incurred by each such L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) Agent and the Lead Arrangers for all out of reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender them or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) their Related Persons in connection with the enforcement or protection of its rights internal audit reviews, field examinations and Collateral examinations (A) in connection 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 out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) which shall be limited reimbursed, in addition to the reasonable and documented legal fees out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent or the Lead Arrangers for their examiners), subject to the express limits set forth in Section 4.9, (d) each of Agent, each Lead Arranger, each L/C Issuer, each Swingline Lender, each other Lender and their respective Related Persons for all reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or transaction contemplated hereby or thereby, including Attorney Costs and (e) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other than Agent and the Lead Arrangers, and, if necessary, additional counsel required to accommodate conflicts of interest and a single law firm as local counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign special counsel acting in multiple jurisdictionsjurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist ) incurred in connection with such legal representation and such Person advises any of the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedmatters referred to in clause (c) above.

Costs and Expenses. The Borrower If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, the Guarantors agree to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (iincluding allocated costs for services of the Administrative Agent's and each Lender's in-house counsel) all reasonable out which may be incurred in any effort to collect or enforce the Indebtedness or any part of pocket expenses incurred by it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including MLPFS whether for principal, interest, and including other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 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 SectionGuarantors are directly responsible hereunder, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiotherwise) shall be limited to accrue interest from the reasonable and documented legal fees and expenses of a single law firm as counsel for time the Administrative Agent and one additional law firm or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, as counsel for all other defined in the Credit Agreement, plus three (3%) percentage points, except to the extent that any such parties, taken togetheramounts are then accruing interest under the Indebtedness, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case such Base Rate plus 3% interest rate shall not be applied if the case where any effect would be to compound the interest to which such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises obligations are subject to under the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedIndebtedness.

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out of pocket expenses incurred by each of the KEXIM Facility Agent, the Common Security Trustee and KEXIM and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the Administrative Agent KEXIM Facility Agent, the Common Security Trustee and its Affiliates KEXIM (including MLPFS and including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, and of special and local counsel retained by the Administrative Agent, but not any other KEXIM may retain separate counsel (to the Arrangers or extent reasonably necessary to protect the Lendersinterests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer KEXIM Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local and one special counsel for KEXIM and its Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, any Lender KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the L/C Issuertransactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KEXIM Direct Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KEXIM Direct Facility Loans or KEXIM Direct Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this SectionSection 10.06, or (B) including 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 the Obligations. The provisions of Creditthis Section 10.06 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding the foregoing, provided in the event that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith Common Security Trustee reasonably believes that a conflict of interest does or exists in using one counsel, it may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages engage its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any 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 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 out of out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative AgentAgent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender or the L/C Issuer) Lender, 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to Loans. The Company shall also pay for (or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and one additional law firm as counsel for all other environmental reports, and any review of such partiesappraisals, taken togetherlimited updated appraisals, and environmental reports by the Administrative Agent’s internal or external consultants relating to the Mortgaged Properties, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case to the case where extent any such Person determines in good faith that a conflict appraisal, limited updated appraisal, or environmental report is required to be delivered to (or received by) the Administrative Agent pursuant to the terms of interest does the Agreement, or may exist in connection with such legal representation and such Person advises is otherwise delivered or requested by the Borrower of such actual Company or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedany Subsidiary.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each 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 any the L/C Issuer (including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Lenders and the L/C Issuer collectively and, if reasonably necessary, one local counsel for the Administrative Agent, the Lenders and the L/C Issuer collectively in each relevant jurisdiction unless the representation of one or more such parties by one counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Loan Parties shall also be required to reimburse the fees, charges and disbursements of one additional counsel for each such affected party), and shall pay all 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (ia) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its their Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iib) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Swing Line Lender or any L/C Issuer the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swing Line Lender or the L/C Issuer) Issuing Bank), in connection with the enforcement or protection of its rights (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (Bii) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit. The foregoing costs and expenses shall include all search, provided that the Borrower’s obligations to pay or reimburse for legal filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for incurred by the Administrative Agent and one additional law firm as counsel for the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent and its Affiliates Lenders for all reasonable and documented out-of-pocket costs and expenses incurred after the Closing Date (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 the L/C Issuerbefore) in connection with the enforcement or protection administration of its rights (A) in connection with this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof requested by the Borrower or negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated thereby are consummated), including its rights under this Sectionall Attorney Costs, (b) to pay or (B) reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the Loans made enforcement of any rights or Letters of Credit issued hereunder, remedies under this Agreement or the other Loan Documents (including all Attorney Costs and other costs and expenses incurred in connection with any workout or restructuring in respect of the Loans and all such out of pocket costs and expenses incurred during any workoutlegal proceeding and (c) without limiting the generality of the foregoing, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the all reasonable and documented legal out-of-pocket fees and expenses of a single law any financial advisory, appraisers or accounting firm as counsel retained by or for the benefit of the Administrative Agent and one additional law firm or Lenders or by Xxxxxx & Xxxxxxx LLP, as counsel for to the Lenders. The foregoing costs and expenses shall include all reasonable search., filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other such parties, taken together, in each appropriate jurisdiction Obligations. All amounts due under this Section 10.04 shall be paid within ten (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict 10) Business Days of interest does or may exist in connection with such legal representation and such Person advises receipt by the Borrower of an invoice relating thereto setting forth such actual expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or potential conflict of interest and engages its own separate counselother amounts payable by it hereunder or under any Loan Document, the reasonable and documented legal fees and expenses such amount may be paid on behalf of such separate counsel shall also be paid or reimbursedLoan Party by the Administrative Agent in its sole discretion.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (i) all reasonable out of and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower's consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable out of and documented or invoiced out-of-pocket costs and 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 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 the L/C Issuer) in connection with the enforcement of any rights or protection of its rights remedies under this Agreement or the other Loan Documents (A) including all costs and expenses incurred in connection with any workout in respect of the Loans), all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower's consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including its rights including, without limitation, assignment and unwind costs under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunderSection 10.06, including all such out Attorney Costs of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations one counsel to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent (and any other counsel retained with the Borrower's consent), one additional law firm as special FCC counsel for all other such partiesto the Agents and the Lenders, taken togetherand, if necessary, one local and foreign counsel in each appropriate relevant jurisdiction (which may include a single law firm as special, local or foreign special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, except that filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the case where any such Person determines in good faith that a conflict termination of interest does or may exist in connection with such legal representation the Aggregate Commitments and such Person advises repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such actual expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or potential conflict of interest and engages its own separate counselother amounts payable by it hereunder or under any Loan Document, the reasonable and documented legal fees and expenses such amount may be paid on behalf of such separate counsel shall also be paid or reimbursedPerson by the Administrative Agent in its sole discretion.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (i) all reasonable out of and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable out of and documented or invoiced out-of-pocket costs and 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 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 the L/C Issuer) in connection with the enforcement of any rights or protection of its rights remedies under this Agreement or the other Loan Documents (A) including all costs and expenses incurred in connection with any workout in respect of the Loans), all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including its rights including, without limitation, assignment and unwind costs under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunderSection 10.06, including all such out Attorney Costs of pocket expenses incurred during one counsel to the Administrative Agent (and any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that other counsel retained with the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited consent), one special FCC counsel to the reasonable Agents and documented legal fees the Lenders, and, if necessary, one local and expenses of a single law firm as foreign counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate relevant jurisdiction (which may include a single law firm as special, local or foreign special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, except that filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the case where any such Person determines in good faith that a conflict termination of interest does or may exist in connection with such legal representation the Aggregate Commitments and such Person advises repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such actual expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or potential conflict of interest and engages its own separate counselother amounts payable by it hereunder or under any Loan Document, the reasonable and documented legal fees and expenses such amount may be paid on behalf of such separate counsel shall also be paid or reimbursedPerson by the Administrative Agent in its sole discretion.

Costs and Expenses. The Borrower shall agrees (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the Closing Date, to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent and Xxxxxxx Xxxxx Bank USA (in its Affiliates (including MLPFS capacity as an Arranger) for all reasonable and including the reasonable fees, charges documented out-of-pocket costs and disbursements expenses of counsel for the Administrative Agent, Agent and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the such Arrangers or the Lenders), incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, syndication, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel and, if necessary, a single local counsel in each relevant material jurisdiction, (iib) upon presentation of a summary statement, to pay or reimburse the Administrative Agent and the Lenders, taken as a whole, promptly following a written demand therefor for all reasonable out of and documented out-of-pocket costs and 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 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 the L/C Issuer) in connection with the enforcement of any rights or protection of its rights (A) in connection with remedies under this Agreement and or the other Loan DocumentsDocuments (including all such costs and expenses incurred during any legal proceeding, including its rights any proceeding under this Sectionany Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any relevant jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole)) and (c) to pay or (B) reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses for field exams, appraisals and inspections performed in connection with the Loans made Closing Date and at any time after the Closing Date if permitted by this Agreement. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or Letters of Credit issued hereunderother amounts payable by it hereunder or under any Loan Document, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for Loan Party by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedsole discretion.

Costs and Expenses. The Borrower shall Company agrees to pay (i) all reasonable out on demand the costs and expenses of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinnegotiation, the preparation, negotiation, execution, execution and delivery and administration of this Agreement (includingAgreement, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the transactions contemplated hereby or thereby, and in connection with any amendments, modifications consents hereunder or waivers or amendments hereto or thereto, including the fees and expenses of Messrs. Chapxxx xxx Cutlxx, xxunsel for the Agent, with respect to all of the provisions hereof or thereof foregoing (whether or not the transactions contemplated hereby or thereby are consummated; provided, however, in no event shall be consummated), the Company's obligation to reimburse the Agent for such fees (ii) all reasonable out exclusive of pocket such counsel's 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 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 the L/C Issuerdisbursements) in connection with the enforcement or protection negotiation, preparation, execution and delivery of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments to be delivered as a condition precedent to initial funding of the credit contemplated hereby exceed $20,000. The Company further agrees to pay to Agent and the Lenders and any other holders of the Obligations all costs and expenses (including court costs, including its rights under this Sectionthe allocated costs of inhouse counsel and outside attorneys' fees), if any, incurred or (B) paid by the Agent, the Lenders or any other holders of the Obligations in connection with any Default or Event of Default or in connection with the Loans made enforcement of this Agreement or Letters any of Credit issued hereunderthe other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Company further agrees to indemnify and save the Lenders, including the Agent and any security trustee for the Lenders harmless from any and all such out of pocket liabilities, losses, costs and expenses incurred during any workout, restructuring by the Lenders or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with any action, suit or proceeding brought against the Agent, or any security trustee or any Lender by any Person (but excluding attorneys' fees for litigation solely between the Lenders to which the Company is not a party) which arises out of the transactions contemplated or financed hereby or out of any action or inaction by the Agent, any security trustee or any Lender hereunder or thereunder, except for such legal representation thereof as is caused by the gross negligence or willful misconduct of the party seeking to be indemnified. The provisions of this Section and such Person advises the Borrower protective provisions of such actual or potential conflict Section 2 hereof shall survive payment of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrowers shall not be required under this clause (i) to pay the fees and expenses of (A) more than one principal outside counsel for each of the Administrative Agent, the L/C Issuers or the Lenders, (B) more than one outside counsel acting as regulatory counsel for each of the Administrative Agent, the L/C Issuers or the Lenders, or (C) more than a single local counsel for each of the Administrative Agent, the L/C Issuers or the Lenders in any relevant jurisdiction as reasonably determined by the Administrative Agent, the L/C Issuers or the Lenders as the case may be (and which may include a single local counsel acting in multiple jurisdictions), except in, each case, to the extent there is an actual or perceived conflict of interest between or among such parties and the party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own principal, regulatory or local counsel, (ii) all reasonable out of and documented out-of-pocket expenses incurred by each 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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 SectionSection 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket All costs and expenses incurred by ------------------ the Administrative Agent Servicer in carrying out its duties under this Agreement, including all fees and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 the L/C Issuer) in connection with the enforcement or protection of its rights Contracts (A) in connection with this Agreement including enforcement of defaulted Contracts and repossessions of Manufactured Homes securing such Contracts), shall be paid by the Servicer and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued Servicer shall not be entitled to reimbursement hereunder, including all except to the extent such reimbursement is specifically provided for in this Agreement. Notwithstanding the foregoing, the Servicer shall be reimbursed out of pocket the Liquidation Proceeds of a defaulted Contract for Liquidation Expenses incurred by it in realizing upon the related Manufactured Home and any related Mortgaged Property, including, but not limited to: (i) costs of refurbishing and securing such Manufactured Home; (ii) transportation expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that moving the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause Manufactured Home; (iii) shall be limited to the reasonable and documented legal fees and expenses of outside counsel; (iv) rental expenses (including the payment of rent not paid by the defaulting Obligor) incurred in maintaining a single law firm as counsel leasehold interest for the Administrative Agent Manufactured Home; and one additional law firm (v) sales commissions paid to (a) Persons that are not Affiliates of the Servicer or (b) Affiliates of the Servicer, if such sales commission is no greater than the sales commission that would be paid to a Person that is not an Affiliate of the Servicer. The Servicer shall not incur the foregoing Liquidation Expenses unless it determines in its good faith business judgment that incurring such expenses will increase the Net Liquidation Proceeds from such Manufactured Home. Notwithstanding anything in this Agreement to the contrary, so long as counsel for all other such partiesthe Company is the Servicer, taken togetherthe Servicer, in each appropriate jurisdiction its sole discretion, may, but is not obligated to, liquidate a defaulted Contract by depositing into the related Certificate Account, as Liquidation Proceeds, an amount equal to (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that i) the outstanding principal balance of such Contract plus accrued and unpaid interest thereon to the Due Date in the case where Due Period in which such deposit is made less (ii) $2,000. The Servicer shall not be reimbursed for any such Person determines in good faith that a conflict of interest does or may exist Liquidation Expenses incurred in connection with such legal representation Contract and shall retain any liquidation proceeds thereafter collected in liquidating such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedContract.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentAgent and its Affiliates, any Lender or the L/C Issuer) Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit, provided that and (iv) all out-of-pocket expenses of the Borrower’s obligations to pay Lenders incurred in the case of documentary taxes (without duplication of Indemnified Taxes or reimburse for legal fees and expenses Other Taxes paid or indemnified pursuant to this Section 2.11 or Section 2.13) with respect to any Credit Document. Notwithstanding the foregoing, the Borrower shall not be responsible for obligations incurred under clause (iii) shall be limited to the reasonable hereof except for, attorney’s fees, expenses and documented legal fees and expenses charges for (w) one primary counsel of a single law firm as counsel for the Administrative Agent and one additional law its Affiliates (taken as a whole), (x) if necessary, a single firm as of local counsel for all other such parties, taken together, in each appropriate jurisdiction jurisdiction, (which may include y) additional counsel if such representation by a single law firm as special, local counsel would be inappropriate due to the existence of an actual or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a reasonably perceived conflict of interest does or may exist in connection with such legal representation interest, and such Person advises (z) any other counsel as reasonably necessary; provided that any Lender who hires third party counsel will endeavor to provide the Borrower with prior written notice thereof before the incurrence of such actual or potential conflict of interest fees, expenses, and engages its own separate counselcharges, although failure to provide such notice shall not waive the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedBorrower’s reimbursement obligations under clause (z) hereof.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (i) all reasonable out of and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable out of and documented or invoiced out-of-pocket costs and 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 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 the L/C Issuer) in connection with the enforcement of any rights or protection of its rights remedies under this Agreement or the other Loan Documents (A) including all costs and expenses incurred in connection with any workout in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including its rights including, without limitation, assignment and unwind costs under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunderSection 10.06, including all such out Attorney Costs of pocket expenses incurred during one counsel to the Administrative Agent (and any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that other counsel retained with the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited consent), one special FCC counsel to the reasonable Agents and documented legal fees the Lenders, and, if necessary, one local and expenses of a single law firm as foreign counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate relevant jurisdiction (which may include a single law firm as special, local or foreign special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, except that filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the case where any such Person determines in good faith that a conflict termination of interest does or may exist in connection with such legal representation the Aggregate Commitments and such Person advises repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such actual expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or potential conflict of interest and engages its own separate counselother amounts payable by it hereunder or under any Loan Document, the reasonable and documented legal fees and expenses such amount may be paid on behalf of such separate counsel shall also be paid or reimbursedPerson by the Administrative Agent in its sole discretion.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of a single firm of counsel for the Administrative Agent) (and, and if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special and local counsel retained by acting in multiple jurisdictions) for the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersforegoing), in connection with the syndication of the credit facilities provided for hereinRevolving Facility, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer any Issuing Bank in connection with the issuance, amendment, extension, reinstatement or renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Issuing Bank (including the reasonable fees, charges and disbursements of any a single firm of counsel for the Administrative Agent, any Lender or any Issuing Bank (and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for the L/C Issuerforegoing)) and, in the case of an actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person (and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction (which may be include a single firm of special counsel acting in multiple jurisdictions) for such affected Person)), 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Agent, the Joint Bookrunners and its Affiliates (including MLPFS the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent, the Joint Bookrunners and of special and local the Joint Lead Arrangers (limited to a single outside counsel retained by the Administrative Agentand, but not any other separate counsel to the Arrangers or the Lendersextent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each L/C Issuer any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and Credit, (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Issuing Lender or any L/C Issuer (Lender, including the reasonable fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or any Lender (limited to one external counsel and, to the L/C Issuer) extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), 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, or (B) in connection with the Loans made or made, Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedthereof.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of reasonable, documented out-of-pocket fees and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including MLPFS and including limited to, in the case of counsel, the reasonable fees, charges and disbursements of one (1) outside counsel for the Administrative Agent, Agent (and of special and local counsel retained to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, but not any other separate one (1) local counsel to the Arrangers or the Lendersfor each relevant jurisdiction)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and reasonable and customary due diligence expenses, (ii) all reasonable out of reasonable, documented out-of-pocket fees and 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Agent, any Lender or the 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay Credit or reimburse for legal fees and expenses pursuant to this clause (iiiC) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation any aspect of the Transaction or any of the other transactions contemplated thereby. The Borrower and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselother Loan Parties hereby acknowledge that the Administrative Agent, the reasonable and documented legal Collateral Agent, any Lender or any L/C Issuer may receive a benefit, including without limitation, a discount, credit or other accommodation, from any counsel engaged in connection with this Agreement based on the fees and expenses such counsel may receive on account of such separate counsel shall also be their relationship with any of the foregoing including, without limitation, fees paid or reimbursedin connection hereto.

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out-of-pocket expenses incurred by each of the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the Administrative Agent KEXIM Facility Agent, the Common Security Trustee and its Affiliates the KEXIM Covered Facility Lenders (including MLPFS and including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, and any KEXIM Covered Facility Lender may retain separate counsel in the event of special and local counsel retained by the Administrative Agentan actual conflict of interest (which may be multiple counsel, but not any other separate counsel only the least number necessary to resolve such conflict of interest) and the Arrangers or the LendersBorrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer KEXIM Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentKEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the L/C Issuertransactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KEXIM Covered Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KEXIM Covered Facility Loans or KEXIM Covered Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this SectionSection 11.06, or (B) including 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 the Obligations. This provision of Creditthis Section 11.06 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding the foregoing, provided in the event that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith Common Security Trustee reasonably believes that a conflict of interest does or exists in using one counsel, it may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages engage its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary and its each Lender and their respective Affiliates (including MLPFS and including the reasonable invoiced fees, charges and out-of-pocket disbursements of outside counsel for the Administrative Agent, the Collateral Administrator, the Collateral Custodian and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the LendersSecurities Intermediary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any 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 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 out of invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary or any Lender or any L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary or any Lender or the L/C IssuerLender) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees Loans. Notwithstanding and expenses pursuant to this clause (iii) shall be limited in addition to the reasonable and documented legal fees foregoing, the Borrower shall bear the costs and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other audits and inspections permitted by Section 6.10, Section 8.09 and Section 13.06, subject to a maximum of $25,000 per annum of such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that costs and expenses in the case where aggregate, and any such Person determines additional audits, inspections, costs or expenses in good faith excess of $25,000 per annum shall be for the account of the Administrative Agent; provided that a conflict during the continuance of interest does or may exist in connection with such legal representation and such Person advises an Event of Default, the Borrower shall be required to bear the expense of all such actual or potential conflict of interest inspections and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedaudits.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each 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 thereunder, (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for 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 any of 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 out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that and (iv) without limiting the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to generality of the foregoing, all reasonable and documented legal fees and expenses of a single law any financial advisory or accounting firm as counsel for retained by the Administrative Agent and one additional law firm as counsel for all other such partiesAgent, taken togetherat the direction of the Required Lenders, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with the review, analysis, appraisal, valuation or restructuring of the Loan Parties or their respective Properties. The Borrower’s obligation to pay all such legal representation costs, expenses and charges includes, without limitation, any such costs, expenses and charges that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceedings under any Debtor Relief Laws naming such Person advises as the Borrower of debtor in such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedproceedings.

Costs and Expenses. (a) The Borrower shall pay agrees (i) all reasonable out of pocket expenses incurred by to pay or reimburse the Administrative Agent for all reasonable costs and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), expenses incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (ii) all reasonable out of pocket expenses incurred by to pay or reimburse the Administrative Agent, each Swingline Lender, each L/C Issuer and each Bank for all costs and expenses incurred in connection with the issuanceenforcement, amendmentattempted enforcement, renewal or extension preservation of any Letter of Credit rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect hereof and during any legal proceeding, including any proceeding under the Bankruptcy Code or any demand other law relating to bankruptcy, insolvency or reorganization or relief of debtors), including all Attorney Costs; provided that a Defaulting Bank will not be reimbursed for payment thereunder its costs and (iiiexpenses related to the replacement of such Defaulting Bank pursuant to Section 2.18(c) all out or other matters incidental thereto; provided further that any such legal expenses shall be limited to one firm 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 the each Swingline Lender, each L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement Issuer and the other Loan Documentseach Bank, including its rights under this Sectiontaken as a whole and, or (B) in connection with the Loans made or Letters of Credit issued hereunderif necessary, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as local counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign special counsel acting in multiple jurisdictions)) material to the interests of the Administrative Agent, except that each Swingline Lender, each L/C Issuer and each Bank, taken as a whole (and, in the case where any such Person determines in good faith that a of an actual or perceived conflict of interest does where the Administrative Agent, each Swingline Lender, each L/C Issuer or may exist in connection with each Bank affected by such legal representation conflict retains its own single counsel and such Person advises informs the Borrower of another firm of counsel for such actual Person) (or potential conflict of interest and engages its own separate counsel, otherwise as agreed by the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedBorrower).

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS reasonable and including the reasonable documented fees, disbursements and other charges of one firm of counsel to the Administrative Agent and disbursements of its Affiliates, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Administrative AgentAgent and its Affiliates, and taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of special and local counsel retained by for the Administrative AgentAgent and its Affiliates, but not any other separate counsel to the Arrangers or the Lenders)taken as a whole, in each relevant jurisdiction, in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the reasonable and documented fees, disbursements and other charges of (A) one firm of counsel to the Administrative Agent and disbursements of any its Affiliates, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Administrative AgentAgent and its Affiliates, any Lender taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of local counsel for the Administrative Agent and its Affiliates, taken as a whole, in each relevant jurisdiction, and in the case of an actual or perceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the L/C Issuercase may be, to the Administrative Agent and its Affiliates, taken as a whole, and in the case of an actual or perceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the case may be, to each group of similarly situated affected Persons, taken as a whole and (B) one firm of counsel to the Lenders, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Lenders, taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of local counsel for the Lenders, taken as a whole, in each relevant jurisdiction, and in the case of an actual or perceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the case may be, to each group of similarly situated affected Lenders, taken as a whole), in connection with the enforcement or protection of its rights (Ax) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (By) 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall Company covenants and agrees with each Agent that the Company will, whether or not any sale of Securities is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expenses: (i) all reasonable out incident to the preparation, issuance, execution, authentication and delivery of pocket the Securities, including any expenses incurred by of the Administrative Agent Trustee, (ii) incident to the preparation, printing and its Affiliates filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including MLPFS in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may reasonably request pursuant to Section 4(b) (including reasonable related fees of counsel for the Agents (or such Agent) and their reasonable related disbursements), (iv) in connection with the listing of the Securities on any stock exchange, (v)related to any filing with National Association of Securities Dealers, Inc. ("NASD"), (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement and the Prospectus, including mailing and shipping, as herein provided, (vii) payable to rating agencies in connection with the rating of the Securities, (viii) incurred in connection with the engagement of any qualified independent underwriter as may be required by rules and regulations of NASD,(ix) the reasonable fees, charges fees and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Agents incurred in connection with the syndication offering and sale of the credit facilities provided for hereinSecurities, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of including any assignment under Section 10.06 that is determined opinions to be void ab initiorendered by such counsel hereunder and (x) any advertising and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses reasonably incurred by each L/C Issuer the Agents in connection with the issuance, amendment, renewal or extension performance 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 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, or (B) in connection with the Loans made or Letters of Credit issued their obligations 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinherein (excluding any fees paid to syndicate members), the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any 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 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 out of out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. All Lenders (other than Bank of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiAmerica) shall be limited to the reasonable and documented legal fees and expenses of use a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in expenses arising under clause (ii) above; provided that each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in Lender shall have the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own right to employ separate counsel, and the Borrower shall bear the reasonable and documented legal fees fees, costs and expenses of such separate counsel, if (1) the use of counsel chosen by the other Lenders to represent the Lenders would present such counsel with a conflict of interest; (2) such Lender shall also have reasonably concluded, in good faith, that there may be paid legal claims or reimburseddefenses available to it that are different from or additional to those available to the other Lenders; (3) such Lender shall have reasonably concluded, in good faith, that it otherwise has divergent interests from the other Lenders or (4) the Borrower shall authorize in writing such Lender to employ separate counsel at the Borrower’s expense.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers and its Affiliates (including MLPFS and their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agentone outside counsel, and of special and one local counsel retained in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent, but not any other separate counsel to ) for the Arrangers or Administrative Agent and the Lenders)Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender the Issuing Bank or any L/C Issuer (Lender, including the fees, charges and disbursements of any one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for if the Administrative Agent and one additional law firm as counsel for all other such partiesAgent, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local the Issuing Bank or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of interest does or may exist such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with such legal representation any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and such Person advises is continuing, the Borrower shall not be responsible for the reimbursement of such actual or potential conflict of interest and engages its own separate counselany fees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedthe Independent Valuation Provider incurred pursuant to Section 5.12(d) in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including MLPFS and including the reasonable fees, charges and disbursements of one counsel, and, if applicable, one local counsel in each material jurisdiction, for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, due diligence, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Lender, the L/C Issuer Issuer, the Swing Line Lender, or the Alternative Currency Fronting Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or Lender, the L/C Issuer) , Swing Line Lender or the Alternative Currency Fronting Lender; provided that reimbursement for fees, charges and disbursements of additional counsel of the Lenders will be limited to one additional counsel for all of the Lenders (and one additional counsel per specialty area and one local counsel per applicable jurisdiction), plus additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders), 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 SectionSection 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay on demand (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer Issuing Lender 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 reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Issuing Lender (including the reasonable fees, charges and disbursements of one outside counsel law firm for each applicable jurisdiction for Administrative Agent, any Lender and Issuing Lender (but not including fees related to internal counsel of such Persons) taken as a whole (unless (x) a conflict exists as determined in the good faith judgment of each affected Lender or Issuing Lender, in which case(s) the fees, charges and disbursements of reasonably necessary additional outside counsel law firms for all such affected Lenders or Issuing Lender shall be covered, or (y) local counsel is necessary in any counsel for applicable jurisdiction as determined in the good faith judgment of Administrative Agent, any Lender or in which case(s) the L/C Issuer) fees, charges and disbursements of one outside counsel law firm in each such jurisdiction for Administrative Agent shall be covered), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and Agreement, the other Loan DocumentsDocuments and the Collateral, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit. It is understood and agreed that Administrative Agent may determine, provided that in its discretion, the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single one outside counsel law firm as counsel for the Administrative Agent referenced in subsection (a)(iii) to be used in each applicable jurisdiction and one additional law firm as counsel for all other such parties, taken togethermay change at any time and from time to time, in its discretion, each appropriate jurisdiction (which may include a single such applicable outside counsel law firm as specialfirm. Such costs, local or foreign counsel acting in multiple jurisdictions)expenses, except that in the case where any and fees will include, without limitation, all such Person determines in good faith that a conflict of interest does or may exist reasonable costs, expenses, and fees incurred in connection with such legal representation and such Person advises any court proceedings (whether at the Borrower of such actual trial or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedappellate level).

Costs and Expenses. The Administrative Borrower shall pay or cause the applicable Loan Party to pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, the Arrangers, and its their respective Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Canadian Administrative Agent, but not any other separate counsel to the Arrangers or Funding Agent, the Lenders)Canadian Funding Agent, and/or the Collateral Agent, expenses incurred in connection with due diligence, inventory appraisal and collateral audit and reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining and maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Documents, including any Inventory Appraisal, or in connection with any amendmentsamendment, modifications amendment and restatement, modification or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, any Lender Lender, the Issuing Bank or any L/C Issuer Receiver (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, any Lender Lender, the Issuing Bank or the L/C Issuer) any Receiver), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights 216 under this SectionSection 11.03, (B) in enforcing, preserving and protecting, or attempting to enforce, preserve or protect its interests in the Collateral or (BC) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that Credit and (iv) all documentary and similar taxes and charges in respect of the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLoan Documents.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, disbursements and other charges and disbursements of any (A) one primary U.S. counsel for the Administrative Agent, the Lead Arrangers, the Lenders and the Issuing Lender, (B) if reasonably requested by the Administrative Agent, one local counsel in each relevant jurisdiction, (C) one reasonably necessary special or regulatory counsel in each relevant specialty and (D) in the case of any Lender actual or perceived conflict of interest with respect to any of the L/C Issuercounsel 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 (C) shall allow for up to one additional counsel in each relevant specialty)) 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, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent Agent’s regular employees and one additional law firm as counsel for all other such partiesagents engaged periodically to perform audits of the Loan Parties’ books, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation records and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedbusiness properties.

Costs and Expenses. The Borrower shall pay (ia) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with (i) the syndication of the credit facilities facility provided for herein, herein and the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Documents, provided that such out-of-pocket expenses (including fees, charges and disbursements of counsel) shall be subject to the terms of the Fee Letter or to any fee arrangements separately agreed by the Borrower and the Administrative Agent, and (ii) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrower shall not have liability under clause (i) for any fees, charges or disbursements of any counsel other than Wxxxx & Case LLP; and (iib) all 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or any L/C Issuer (including the fees, charges and disbursements of any one counsel for the Administrative Agent, Agent or any Lender in each applicable jurisdiction, unless the Administrative Agent or any Lenders have conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses shall include the L/C Issuer) reasonable, documented fees, charges and disbursements of no more than such number of counsels as are necessary to represent such conflicting interests), and shall pay all fees and time charges for attorneys or counsel of the Administrative Agent or any Lender in connection with the enforcement or protection of its rights (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (Bii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented out-of-pocket expenses incurred during any workout, restructuring or negotiations arising hereunder, in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to each case limited as set forth in this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the b). The Administrative Agent and one additional law firm any Lender, as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where may be shall deliver to the Borrower all invoices supporting the fees, expenses and charges described above and, at the request of the Borrower, the Administrative Agent, any of the Joint Lead Arrangers and Joint Bookrunners or the Mandated Lead Arranger, as the case may be, shall deliver an invoice issued by the Administrative Agent, any of the Joint Lead Arrangers and Joint Bookrunners or the Mandated Lead Arranger, as the case may be, for the payment of any such Person determines expenses subject to the conditions and requirements set forth in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedSection 4.1.8.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and the Lenders, including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative AgentAgent and the Lenders (limited to Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (“Akin Gump”) and, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersextent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance[reserved], 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 Administrative Agent, any Lender Agent or any L/C Issuer (Lender, including the fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender (limited to Akin Gump and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or the L/C Issuer) perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), 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, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring restructuring, forbearance or negotiations in respect thereof; provided that, in the event any other Person becomes a successor Administrative Agent in accordance with Section 8.05, this Section 9.03 shall also require the Borrower to reimburse all reasonable and documented fees, disbursements and charges of counsel to such Loans or Letters successor Administrative Agent in connection with any of Credit, provided the foregoing (it being understood that Akin Gump shall continue to serve as legal counsel for the Lenders and nothing in this proviso shall limit the Borrower’s obligations under this Section 9.03(a) to pay or otherwise reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the all reasonable and documented legal fees fees, disbursements and expenses other charges of a single law firm Akin Gump, as counsel for to the Administrative Agent and one additional law firm as counsel for all other such partiesLenders, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in including after the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower appointment of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedsuccessor Administrative Agent).

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by of the Administrative Agent and its Affiliates the Arranger incurred on or after the Closing Date (including MLPFS and including the reasonable feespromptly following a written demand therefor, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection together with backup documentation supporting such reimbursement request) associated with the syndication of the credit facilities provided for herein, Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement the Loan Documents and any amendment or waiver with respect thereto (includingbut limited, without limitationin the case of legal fees and expenses, to the administration reasonable and documented fees, disbursements and other charges of any assignment under Section 10.06 that is determined one counsel to be void ab initiothe Administrative Agent and the Arranger taken as a whole, one regulatory counsel and, if necessary, of one local counsel in each relevant jurisdiction) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, 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 Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative AgentAgent and the Lenders promptly following a written demand therefor (but limited, any Lender or any L/C Issuer (including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any one counsel for to the Administrative AgentAgent and the Lenders taken as a whole, any Lender or and, if necessary, of one local counsel to the L/C IssuerAdministrative Agent and the Lenders taken as a whole in each relevant jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole) in connection with the enforcement of the Loan Documents or protection of its rights (A) in connection 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 out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereunder; provided that the Borrower’s foregoing indemnity will not apply to expenses (i) to the extent resulting from the willful misconduct, bad faith or gross negligence of Administrative Agent or any Lender, (ii) to the extent arising from a material breach of the obligations to pay by Administrative Agent or reimburse for legal fees any Lender under the Loan Documents (in the case of each of preceding clauses (i) and expenses pursuant to this clause (ii), as determined by a court of competent jurisdiction in a final judgment) or (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the extent arising from any dispute solely among Administrative Agent and one additional law firm any Lenders or among Lenders, other than any claims against any Administrative Agent in such capacity or any Lender in its capacity or in fulfilling its role as counsel for all an administrative agent or arranger or any similar role under any Facility and other such parties, taken together, than any claims arising out of any act or omission on the part of any Loan Party or its Affiliates (as determined by a court of competent jurisdiction in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsfinal judgment), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay to the Administrator, each Purchaser Agent and/or any Purchaser on demand all reasonable costs and expenses in connection with (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, or the administration of any assignment under Section 10.06 that is determined to be void ab initio) other Transaction Documents and the other Loan Documents documents and agreements to be delivered hereunder and thereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedthereof), (ii) all reasonable out the sale of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit Purchased Interest (or any demand for payment thereunder and portion thereof) by the Seller, (iii) all out the perfection (and continuation) of pocket expenses incurred the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrative AgentAdministrator, any Lender Purchaser Agent or any L/C Issuer member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs for the Administrator, the Purchaser Agents and the Purchasers relating to any of the foregoing or to advising the Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all reasonable costs and expenses (including Attorney Costs) of the fees, charges and disbursements of any counsel for the Administrative AgentAdministrator, any Lender or the L/C Issuer) Purchaser Agent and any Purchaser in connection with the enforcement or protection administration of the Transaction Documents or any other document, agreement or instrument related thereto. The Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing, all of such entities will be represented by a single law firm. The Seller shall, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer; provided, that the Administrator shall discuss the scope and cost of any such audit prior to commencement (it being understood that failure to discuss the scope or cost of any such audit shall not relieve the Seller of its rights (A) in connection with this Agreement obligation to pay such amounts). The Seller shall reimburse each Purchaser on demand for all reasonable out of pocket costs and the other Loan Documents, including its rights under this Section, or (B) expenses incurred by such Purchaser in connection with the Loans made Transaction Documents 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedtransactions contemplated thereby.

Costs and Expenses. The Borrower and each other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that such legal fees and expenses in respect of counsel shall be limited to one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, the Arranger and their Affiliates, taken as a whole, as to which the Administrative Agent reasonably determined local counsel is necessary, (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) any 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for such legal fees and expenses pursuant to this clause (iii) in respect of counsel shall be limited to the reasonable one primary counsel, and documented legal fees and expenses of a single law firm as one local counsel in each applicable jurisdiction, for the Administrative Agent and one additional law firm as counsel for all other such partiesthe Lenders (selected by the Administrative Agent), taken togetheras a whole, in each appropriate jurisdiction (as to which may include a single law firm as specialthe Administrative Agent reasonably determined local counsel is necessary, local or foreign counsel acting in multiple jurisdictions), except that and in the case where any such Person determines in good faith that of a conflict of interest does or may exist interest, one additional counsel in connection with each relevant jurisdiction to each affected Lender reasonably making such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimburseddetermination.

Costs and Expenses. The Borrower shall Company agrees to pay (i) all reasonable out of out-of-pocket documented and invoiced expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable out of documented and invoiced out-of-pocket expenses incurred by each 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 reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or and any L/C Issuer (including the fees, charges and disbursements of any Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, any Lender or and 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided ; PROVIDED that the Borrower’s obligations Company shall not be required to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm 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); PROVIDED, FURTHER, that the Company shall not be required to pay the fees and expenses of third party advisors to the Administrative Agent, any Lender or the L/C Issuer (which shall not include counsel otherwise authorized hereunder) without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed); PROVIDED, FURTHER that, so long as no Event of Default has occurred and is continuing, the fees, charges and disbursements incurred by counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual administration of, or potential conflict of interest and engages its own separate counselany amendments, modifications or waivers to, the reasonable Loan Documents shall not exceed $5,000 in any given month without the prior written consent of the Company and documented legal fees and expenses no amounts in excess of $5,000 per month shall be payable by the Company if no such separate counsel shall also be paid or reimbursedprior written consent has been obtained.

Costs and Expenses. The Each Borrower and each Guarantor (jointly and severally) shall pay (ia) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including MLPFS and including including, but not limited to, the reasonable fees, charges and disbursements of one law firm acting as outside counsel for the Administrative Agent, Lender and of special and one law firm acting as local counsel retained by in each jurisdiction, the Administrative Agentcosts of appraisals, but not public record searches, environmental reports and reviews thereof, title work, recording fees, recording taxes and the costs of any other separate counsel related documents or examinations and investigations of the properties of Borrower and Guarantor and/or Borrower’s and Guarantor’s operations), whether incurred prior to or from and after the Arrangers or the Lenders)date hereof, in connection with the syndication of the credit facilities provided for herein, due diligence process and/or the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the perfection of Lender’s Liens in the Collateral, and (iib) all 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 out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative AgentLender), any Lender or the L/C Issuer) in connection with the preservation, administration, enforcement or and/or protection of its rights (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (Bii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations Loans. If any Borrower should fail to pay any tax or reimburse for legal fees and expenses pursuant other amount required by this Agreement to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedwhich may be reasonably necessary to protect or preserve any Collateral or such Borrower’s or Lender’s interests therein, Lender may make such payment and the amount thereof shall be payable on demand, shall bear interest at the Default Rate from the date of demand until paid and shall be deemed to be Obligations entitled to the benefit and security of the Loan Documents. The requirement to pay costs and expenses provided for herein shall survive termination of this Agreement, be a part of the Obligations and be secured by the Collateral.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent each Agent, each L/C Issuer and its each of their respective Affiliates (including MLPFS limited, in the case of legal fees and including fees of other advisors or consultants, to the reasonable and documented (subject to redaction for privileged, confidential or otherwise sensitive information) fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate (A) a single primary counsel to the Arrangers or Prepetition First Lien Agent and the LendersPrepetition First Lien Lenders (taken as a whole) to the extent provided in the Financing Orders, (B) a single primary counsel to the Agents and the Lenders (taken as a whole), (C) a single primary counsel to each L/C Issuer, (D) the Tranche B Advisors, (E) if necessary, a single regulatory counsel to the Agents and the Lenders (taken as a whole), and a single local counsel to the Agents and the Lenders (taken as a whole) in each material relevant jurisdiction, and (F) a single financial advisor to the Tranche A Lenders (taken as a whole), in connection with (x) the syndication of the credit facilities provided for herein, herein and (y) the preparation, review, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any 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 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 out of pocket expenses incurred by the Administrative each Arranger, each Agent, any Lender or any each L/C Issuer and the Lenders (including limited, in the case of legal fees and fees of other advisors or consultants, to the reasonable and documented (subject to redaction for privileged, confidential or otherwise sensitive information) fees, charges and disbursements of any counsel and advisors referred to in subclause (i) above, but including a separate primary counsel for the Administrative AgentTranche A Lenders (taken as a whole)), any Lender in connection with (I) the enforcement, preservation or the L/C Issuer) protection of their respective rights in connection with the enforcement or protection of its rights (A) in connection with Cases, this Agreement and the other Loan Documents, including its their respective rights under this SectionSection 10.04, or and (BII) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, refinancing, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLoans.

Costs and Expenses. The Borrower If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, the Guarantors agree to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (iincluding allocated costs for services of the Administrative Agent's and each Lender's in-house counsel) all reasonable out which may be incurred in any effort to collect or enforce the Indebtedness or any part of pocket expenses incurred by it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including MLPFS whether for principal, interest, and including other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 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 SectionGuarantors are directly responsible hereunder, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiotherwise) shall be limited to accrue interest from the reasonable and documented legal fees and expenses of a single law firm as counsel for time the Administrative Agent and one additional law firm or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, as counsel for all other such partiesdefined in the Credit Agreement, taken together, in each appropriate jurisdiction plus three percentage points (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions3%), except to the extent that in the case where any such Person determines amounts are then accruing interest under the Indebtedness, in good faith that a conflict of which case such Base Rate plus 3% interest does or may exist in connection with rate shall not be applied if the effect would be to compound the interest to which such legal representation and such Person advises obligations are subject to under the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedIndebtedness.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all out of out-of-pocket expenses incurred by the Administrative any Agent, any Lender Issuing Bank or any L/C Issuer Lender (including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender Issuing Bank or the L/C Issuerany 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, Section 12.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding anything to the contrary contained in this Section 12.03(a) or elsewhere in any of the Loan Documents, provided that neither the Borrower’s obligations Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses any costs, expenses, fees, taxes or other charges of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local any nature whatsoever that are incurred or foreign counsel acting in multiple jurisdictions), except that in the case where payable by any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual any assignment referred to in Section 12.04(b), any participation referred to in Section 12.04(d) or potential conflict of any pledge or security interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedreferred to in Section 12.04(f).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, enforcement and collection, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket out‑of‑pocket expenses incurred by each 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 out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) ), and shall pay all 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket out‑of‑pocket expenses incurred during any collection, enforcement, workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) a), the Borrower shall not be limited required to reimburse such fees, charges and disbursements of more than one primary counsel to the reasonable Administrative Agent, the L/C Issuer and documented legal fees all the Lenders, taken as a whole, and expenses of a single law firm as if necessary, one special counsel for and one local counsel in each relevant jurisdiction, to the Administrative Agent Agent, the L/C Issuer and one additional law firm as counsel for all other such partiesthe Lenders, taken togetheras a whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, in each appropriate jurisdiction (which may include a single law firm as specialcase, local or foreign counsel acting in multiple jurisdictions)upon prior written notice to the Borrower, except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedrequired to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the documented reasonable fees, charges and disbursements of Xxxxx Xxxxx LLP, in its capacity as counsel for the Administrative Agent, Agent and of one counsel in each appropriate local jurisdiction (which may include a special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersacting in multiple jurisdictions)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented 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 and documented 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 the any L/C Issuer) Issuer and one counsel in each appropriate local jurisdiction (which may include a special counsel acting in multiple jurisdictions)), and shall pay all fees and time charges for one counsel of the Administrative Agent, any Lender or any L/C Issuer and one counsel in each appropriate local jurisdiction (which may include a special counsel acting in multiple jurisdictions), 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 SectionSection 10.04, or (B) in connection with the Committed 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 Committed Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower Each Loan Party shall jointly and severally pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including (a) the reasonable fees, charges and disbursements of counsel for the 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 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 special environmental investigations site assessments and local counsel retained by the Administrative Agentremediations; (i) recordation taxes, but not any other separate counsel to the Arrangers or the Lendersdocumentary taxes, transfer taxes and mortgage taxes; and (j) filing and recording fees), in connection with the initial syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of 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 out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender (only if a Default shall be in existence) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lenders, and its their respective Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent, and of special and local (B) one counsel retained by for the Collateral Agent; provided, that to the extent the Administrative AgentAgent and the Collateral Agent are the same Person, but not any other separate Borrower shall only be required to pay for one counsel to the Arrangers or Administrative Agent and the Lenders)Collateral Agent collectively, (C) one counsel to the Lenders and (D) one additional local counsel in each applicable jurisdiction) in connection with the syndication of the credit facilities provided for hereinherein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendmentsamendment, modifications amendment and restatement, modification or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agent 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 reasonable and documented fees, charges and disbursements of any (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel for the Lenders (and, in the event of a conflict of interest between any Lender or the L/C IssuerLenders, one additional counsel for each affected Lender) and (D) one additional local counsel in each 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 SectionSection 10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to all documentary and similar taxes and charges in respect of the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLoan Documents.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer in connection with the issuancefees, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder costs and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender the Collateral Agent or any L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent or any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iii) and all reasonable out-of-pocket costs, expenses, taxes, assessments and other 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. Unless an Event of Default has occurred and is continuing, the Borrower shall not be limited to responsible for the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Section 5.06(b) and one additional law firm as counsel for all other such parties, taken togetherSection 5.12(b)(iii) in excess of the greater of (x) $200,000 or (y) 0.05% of the total Commitments, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any 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 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 out of out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or any L/C Issuer (including the documented fees, charges and disbursements of any counsel for the Administrative AgentAgent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. The foregoing costs and expenses shall include (i) all search, provided that the Borrower’s obligations to pay or reimburse for legal filing, and recording charges, and fees and taxes related thereto, (ii) other reasonable out-of-pocket expenses incurred by the Administrative Agent and each Related Party thereof arising with respect to or in connection with creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Parties pursuant hereto or otherwise relating to this clause (iii) shall be limited to the Collateral, including the reasonable and documented legal fees tees, expenses and expenses disbursements of a single law firm as counsel for to the Administrative Agent and one additional law firm as of counsel for providing any opinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all other such parties, taken together, in each appropriate jurisdiction the reasonable costs and expenses (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, including the reasonable and documented legal fees fees, expenses and expenses disbursements of such separate counsel shall also be paid any appraisers, consultants, advisors and agents employed or reimbursedretained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each any L/C Issuer Issuers 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any L/C Issuer) ), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, provided that so long as there is no conflict of interest between the Borrower’s obligations to pay or reimburse for legal Lenders and/or the L/C Issuers, the reimbursement of outside attorneys’ fees and expenses pursuant to this clause (iii) costs shall be limited to the reasonable and documented legal fees and expenses cost of a single law firm as one counsel for the Administrative Agent and one an additional law firm as counsel for the Lenders and the L/C Issuers. The foregoing costs and expenses shall include (i) all search, filing, and recording charges, and fees and taxes related thereto, (ii) other such parties, taken together, in reasonable out-of-pocket expenses incurred by the Administrative Agent and each appropriate jurisdiction (which may include a single law firm as special, local Related Party thereof arising with respect to or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation creating and such Person advises perfecting Liens in favor of the Borrower Administrative Agent, for the benefit of such actual Secured Parties pursuant hereto or potential conflict of interest and engages its own separate counselotherwise relating to the Collateral, including the reasonable fees, expenses and documented legal fees disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all the reasonable costs and expenses (including the reasonable fees, expenses and disbursements of such separate counsel shall also be paid any appraisers, consultants, advisors and agents employed or reimbursedretained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Issuing Bank), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the 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, or (B) in connection with the Loans Revolving Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Revolving Advances or Letters of Credit. The foregoing costs and expenses shall include all search, provided that the Borrower’s obligations to pay or reimburse for legal filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for incurred by the Administrative Agent and one additional law firm as counsel for the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor, supported by customary documentation. The agreements in this Section shall survive the termination of the Revolving Commitments and repayment of all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower Anixter shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each 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 out of pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the L/C Issuer (which shall be limited to a single outside counsel and any necessary local counsel in each appropriate jurisdiction; provided that in the case of an actual or perceived conflict of interest as reasonably determined by the Person affected by such conflict where such Person informs Anixter of such conflict, separate counsel for such Person shall be included)), and shall pay all 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, 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. The Administrative Agent, provided that any Lender or the Borrower’s obligations L/C Issuer shall promptly notify Anixter when it intends to pay or reimburse for legal incur fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses time charges for attorneys who are employees of a single law firm as counsel for the Administrative Agent and one additional law firm Agent, such Lender or the L/C Issuer, as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith may be, that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedAnixter will reimburse under this Agreement.

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out-of-pocket expenses incurred by each of the KSURE Covered Facility Agent, the Common Security Trustee and the KSURE Covered Facility Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the Administrative Agent KSURE Covered Facility Agent, the Common Security Trustee and its Affiliates the KSURE Covered Facility Lenders (including MLPFS and including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for KSURE and their Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, and any KSURE Covered Facility Lender may retain separate counsel in the event of special and local counsel retained by the Administrative Agentan actual conflict of interest (which may be multiple counsel, but not any other separate counsel only the least number necessary to resolve such conflict of interest) and the Arrangers or the LendersBorrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all 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 out of documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer KSURE Covered Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentKSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the L/C Issuertransactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KSURE Covered Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KSURE Covered Facility Loans or KSURE Covered Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this SectionSection 11.06, or (B) including 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 the Obligations. This provision of Creditthis Section 11.06 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding the foregoing, provided in the event that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith Common Security Trustee reasonably believes that a conflict of interest does or exists in using one counsel, it may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages engage its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, Guarantor agrees to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (iincluding allocated costs for services of the Administrative Agent's and each Lender's in-house counsel) all reasonable out which may be incurred in any effort to collect or enforce the Indebtedness or any part of pocket expenses incurred by it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including MLPFS whether for principal, interest, and including other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all 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 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 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 SectionGuarantors are directly responsible hereunder, 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’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiotherwise) shall be limited to accrue interest from the reasonable and documented legal fees and expenses of a single law firm as counsel for time the Administrative Agent and one additional law firm or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, as counsel for all other defined in the Credit Agreement, plus three (3%) percentage points, except to the extent that any such parties, taken togetheramounts are then accruing interest under the Indebtedness, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in case such Base Rate plus 3% interest rate shall not be applied if the case where any effect would be to compound the interest to which such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises obligations are subject to under the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedIndebtedness.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including but limited to the reasonable and documented fees, charges and disbursements of one primary counsel for the Administrative Agent, Agent and of special its Affiliates taken as a whole and (x) appropriate local counsel retained in applicable local jurisdictions, but limited to one local counsel in each such jurisdiction (which shall be designated by the Administrative Agent) and (y) appropriate regulatory counsel in applicable specialties, but not any other separate limited to one regulatory counsel to in each such specialty (which shall be designated by the Arrangers or the LendersAdministrative Agent)), in connection with the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented costs and out-of-pocket expenses incurred by each 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 out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or Revolving Lender, any L/C Issuer or any Affiliates of any of the foregoing (including but limited to the reasonable and documented fees, charges and disbursements of any one primary counsel for the Administrative Agent, any Lender or the Revolving Lenders, the L/C IssuerIssuers, if any, and any such Affiliate taken as a whole (which shall be designated by the Administrative Agent) and (x) appropriate local counsel in applicable local jurisdictions, but limited to one local counsel in each such jurisdiction (which shall be designated by the Administrative Agent), (y) appropriate regulatory counsel in applicable specialties, but limited to one regulatory counsel in each such specialty (which shall be designated by the Administrative Agent) and (z) in the case of a conflict of interest (whether actual or potential), additional counsel in each relevant jurisdiction for similarly situated parties)), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this SectionSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative AgentAgent and, and of special and if reasonably necessary, a local counsel retained by the Administrative Agent, but not any other separate for each jurisdiction for which local counsel to the Arrangers or the Lendersis reasonably necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each 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 reasonable and documented 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 the 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section 10.04(a) include, provided that without limiting the Borrower’s obligations generality of the foregoing, fees, costs and expense incurred in connection with (i) collateral monitoring, collateral reviews, appraisals and insurance reviews and (ii) field examinations and the preparation of reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the each field examination. All reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Administrative Agent to any Person to realize upon any Collateral, shall be borne and one additional law firm as counsel paid by the Borrower. The Administrative Agent shall not be liable or responsible in any way for all other such partiesthe safekeeping of any Collateral, taken together, for any loss or damage thereto (except for reasonable care in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting its custody while Collateral is in multiple jurisdictionsthe Administrative Agent’s actual possession in accordance with the Security Agreement), except that for any diminution in the case where value thereof, or for any such act or default of any warehouseman, carrier, forwarding agency or other Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises whatsoever, but the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel same shall also be paid or reimbursedat Borrower’s sole risk.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, enforcement and collection, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each 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 out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) ), and shall pay all 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any collection, enforcement, workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) a), the Borrower shall not be limited required to reimburse such fees, charges and disbursements of more than one primary counsel to the reasonable Administrative Agent, the L/C Issuer and documented legal fees all the Lenders, taken as a whole, and expenses of a single law firm as if necessary, one special counsel for and one local counsel in each relevant jurisdiction, to the Administrative Agent Agent, the L/C Issuer and one additional law firm as counsel for all other such partiesthe Lenders, taken togetheras a whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, in each appropriate jurisdiction (which may include a single law firm as specialcase, local or foreign counsel acting in multiple jurisdictions)upon prior written notice to the Borrower, except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedrequired to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.

Costs and Expenses. The Borrower shall (a) pay (i) or reimburse the Agent and the Arrangers for all their respective reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for hereinCommitments (other than fees payable to syndicate members) and the development, the preparation, negotiation, execution, execution and delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendmentsamendment, modifications supplement or waivers of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iib) pay or reimburse the Agent and L/C Issuer only, for all their respective reasonable out of and documented out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agent (including one primary counsel and such local counsel as the Agent may reasonably require in connection with collateral matters), outside consultants, appraisers, and commercial finance examiners in connection with all of the foregoing, all customary fees and charges (as adjusted from time to time) of the Agent with respect to the disbursement of funds (or the receipt of funds) to or for the account of the Borrower (whether by each wire transfer or otherwise), and of 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 thereunder, (iiic) all out of pocket expenses incurred by the Administrative Agentpay or reimburse each Lender, any Lender or any L/C Issuer (including the feesSwingline Lender, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) , the Agent and the Arrangers for all their out-of-pocket costs and expenses incurred in connection with the enforcement or protection of its any rights (A) in connection with under this Agreement and Agreement, the other Loan Documents, including its rights under this Section, or (B) Documents and any such other documents and in connection with the Loans made or and Letters of Credit issued hereunderunder this Agreement, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or and Letters of Credit, provided that including, without limitation, the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause disbursements of counsel (iii) shall be limited to including the reasonable and documented legal allocated fees and expenses of a single law firm as counsel for in-house counsel) to each Lender. Swingline Lender, L/C Issuer and the Administrative Agent, and (d) to pay, indemnify, or reimburse each Lender, Swingline Lender, L/C Issuer, and the Agent for, and one additional law firm as counsel for hold each Lender, Swingline Lender, L/C Issuer, and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other such partiestaxes, taken togetherif any, in each appropriate jurisdiction (which may include a single law firm as special, local be payable or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this Agreement the other Loan Documents and any such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedother documents.