Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by 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, thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the Issuing Swingline Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the Issuing Lender or the Issuing 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, that with respect to the above clause (iii), the Borrower shall only pay the reasonable fees and (iv) disbursements of counsel for a single counsel selected by the Administrative Agent and a single counsel selected by all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically Lenders (unless any such Lender, in good faith, shall reasonably determine that there is a conflict of interest that causes it to perform audits of the Loan Parties’ books, records and business propertiesbe necessary for such Lender to be represented by separate counsel).

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, subject to attorney-client privilege) in connection with the syndication of the credit facilities provided for hereinCredit Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement 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-out of pocket expenses incurred by 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 documented out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (Lender, including the reasonable and documented fees, charges and disbursements of any not more than one (1) counsel for the Administrative Agent and, to the extent there is an actual or perceived conflict of interest with the Administrative Agent, any Lender not more than one (1) counsel for the Lenders or the Issuing Lender), and shall pay Lender (but excluding all reasonable and documented 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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including all accounting, appraisal, environmental, audit, and professional search services fees and the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and reasonable time charges and reasonable disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, reasonable charges and reasonable disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative AgentAgent and, if necessary, one local counsel in each relevant jurisdiction), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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, documented and invoiced out-of-pocket expenses incurred by the Issuing Lender 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 reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender Agent and each L/C Issuer (including the reasonable and documented fees, charges and disbursements of any a single counsel for the Administrative AgentAgent and the L/C Issuers, taken as a whole and, if necessary, one local counsel in each relevant jurisdiction, including, in the case of any Lender actual or the Issuing Lenderperceived conflict of interest, one additional counsel, and, if necessary, one additional local counsel in each relevant material jurisdiction), and shall pay all reasonable and documented 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 after 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, documented and invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and . (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.b)

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented 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 reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented 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 Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically Agent to perform audits of the Loan Parties’ books, records and business propertiesextent provided in Section 9.1.5 [Visitation Rights].

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Collateral Agent and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of outside counsel for the Administrative Agent and the Syndication Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Collateral Agent, any Lender or the any Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender)Syndication Agent, and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the 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 SectionSection 11.3 [Expenses; Indemnity; Damage Waiver], or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s and the Syndication Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP and Canadian counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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) to the extent not already paid pursuant to Section 2.04, all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (following an Event of Default) or the Issuing Lender 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 Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; and (iv) pay and hold each of the Lenders harmless from and against any and all reasonable present and documented out-of-pocket expenses future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission (other than to the extent attributable to such Lender) to pay such taxes. It is understood that the provisions of this clause do not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent’s regular employees ). Notwithstanding the foregoing, the obligation to reimburse the Lenders and agents engaged periodically the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to perform audits (x) one law firm for the Administrative Agent, (y) one other law firm retained by the Required Lenders or an ad hoc group of Lenders and (z) in the Loan Parties’ booksevent of a conflict of interest, records one additional law firm for another Lender or group of Lenders, together with (in the case of (x), (y) and business properties(z), as applicable) one additional counsel in each applicable 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 the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties; provided however that, absent the occurrence and during the continuance of an Event of Default, the Borrower shall not be obligated to pay the costs, expenses or fees of more than two (2) such audits per fiscal year.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent)Agent and, and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees if reasonably necessary, of one local counsel to the Administrative AgentAgent 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 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-out of pocket expenses incurred by 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 reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Lenders and the Issuing Lender), and shall pay all reasonable and documented 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, in the case of legal fees and (iv) all expenses pursuant to this Section 12.3(a), such fees and expenses shall be limited to the reasonable and documented out-of-pocket expenses fees, disbursements and other charges of one counsel to the Administrative Agent’s regular employees , its Affiliates, the Lenders, the Issuing Lender, the Swingline Lender and agents engaged periodically the Arrangers (taken as a whole) and, if reasonably necessary, of one local counsel to perform audits the Administrative Agent and the Arrangers (taken as a whole) in any relevant material jurisdiction, and in the case of the Loan Parties’ booksan actual or perceived conflict of interest, records and business propertiesone additional counsel in each relevant jurisdiction to each group of affected persons similarly situated (taken as a whole).

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent Lead Arrangers, the Agents and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of outside counsel and land professionals for the Administrative AgentAgents), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative any Agent, any Lender or the any Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender or the any Issuing Lender), and shall pay all reasonable and documented 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 SectionSection 11.3 [Expenses; Indemnity; Damage Waiver], or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses incurred by PNC as collateral agent under the Affiliated Company Loan Documents in connection with the enforcement or protection of its rights and/or the rights of the Secured Parties in respect of the Affiliated Company Loan Documents (to the extent not promptly paid by the Affiliated Company Loan Agreement Loan Parties) and documented (v) all reasonable out-of-pocket expenses of the Administrative any Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Collateral Agent, 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, Bank or 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable and documented out-of-pocket expenses costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall pay Loan Parties and the Parent Guarantor, jointly and severally, agree to pay, upon the Administrative Agent’s demand, (i) all reasonable and documented out-of-pocket expenses and customary administrative charges incurred by the Administrative Agent Agent, the Joint Lead Arrangers, the Joint Bookrunners and its their respective Affiliates (including the reasonable and documented invoiced fees, charges and disbursements of Sidley Austin LLP, as counsel for the Administrative Agent), and shall pay all and, if necessary, the reasonable and documented fees and time fees, charges and disbursements for attorneys who may be employees of the Administrative Agentone local counsel per jurisdiction), in connection with the syndication and arrangement of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence and initial ongoing Collateral examination to the extent incurred in compliance with this Agreement, filing and search charges, recording taxes, appraisals, environmental assessments and field examination charges and expenses (including a charge at the then-standard rate of the Administrative Agent per person per day for the examiners of the Administrative Agent in the field and in the office, which, as of the Closing Date, is not to exceed $1,000 per person per day for examinations with respect to Loan Parties) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses and customary administrative charges incurred by the Issuing Lender any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderthereunder and, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender any L/C Issuer (including the reasonable and documented invoiced fees, charges and disbursements of any special counsel (limited to one firm for the Administrative Agent, the Lenders and the L/C Issuers unless, in the reasonable opinion of the Administrative Agent or any such Lender or L/C Issuer seeking reimbursement, such joint representation would be inappropriate due to the existence of any actual or potential conflict of interest, in which case the Administrative Agent or any such Lender or L/C Issuer, as the case may be, shall inform the Borrowers of such conflict and the Borrowers shall reimburse the legal fees and expenses of no more than such number of additional outside counsel for the Administrative Agent, the Lenders and the L/C Issuers as is necessary to avoid any Lender actual or the Issuing Lenderpotential conflict of interest), ) and shall pay all reasonable and documented fees and time charges local counsel (limited to one firm for attorneys who may be employees of the Administrative Agent, the Lenders and the L/C Issuers in each relevant jurisdiction unless, in the reasonable opinion of the Administrative Agent or any such Lender or L/C Issuer seeking reimbursement, such joint representation would be inappropriate due to the Issuing Lenderexistence of any actual or potential conflict of interest, in which case the Administrative Agent or any such Lender or L/C Issuer, as the case may be, shall inform the Borrowers of such conflict and the Borrowers shall reimburse the legal fees and expenses of no more than such number of additional outside counsel for the Administrative Agent, the Lenders and the L/C Issuers as is necessary to avoid any actual or potential conflict of interest for the Administrative Agent, the Lenders and the L/C Issuer), in connection with the enforcement enforcement, collection 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The (a) From and after the Closing Date, the US Borrower agrees to pay within 30 days of its receipt of a written demand accompanied by supporting documentation (except that fees and expenses incurred on or prior to the Closing Date shall pay be due and payable on the Closing Date so long as an invoice of the estimated amount thereof is provided to the US Borrower at least one Business Day prior to the Closing Date), (i) all documented actual and reasonable out-of-pocket expenses incurred by the US Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one law firm serving as counsel for the Administrative AgentAgents and its Affiliates, taken as a whole, and, if applicable, one law firm serving as local counsel for each applicable jurisdiction), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities US Facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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), and (ii) all documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all actual and documented out-of-pocket expenses incurred by the Administrative AgentAgents, Swing Line Lender, any Lender or the Issuing Lender (including the reasonable fees and documented fees, charges and disbursements expenses of any counsel for the Administrative AgentAgents, Swing Line Lender, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 Credit Documents, including its rights under this SectionSection 9.1, or (B) in connection with the Loans US Advances made or Letters of Credit issued hereunder, including all such actual and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans US Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities that have occurred on or prior to the Closing Date as provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Collateral Agent (but only one counsel for all such Persons together), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank, any Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, each Issuing Bank and each Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable and documented out-of-pocket expenses costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Parent and the Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (L/C Issuer, including the reasonable and documented legal fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the Issuing LenderL/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, in the case of legal fees and (iv) all reasonable expenses such reimbursement obligation shall be limited to the fees, disbursements and documented out-of-pocket expenses other charges of one counsel to the Administrative Agent’s regular employees , the Collateral Agent, the L/C Issuer, the Lenders and agents engaged periodically their Affiliates, taken as a whole, and, if necessary, one local counsel in each relevant jurisdiction (and, in the case of an actual or potential conflict of interest, one additional counsel to perform audits of the Loan Parties’ booksaffected Lenders, records and business propertiestaken as a whole).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, 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 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 and documented out-of-pocket fees, costs and expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, any Lender or the Collateral Agent, the Issuing Lender (Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Agent, the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, Bank or 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable and documented out-of-pocket expenses costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower Credit Parties shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentAgents), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender and each 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, thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative AgentAgents, any Lender or each Lender, the Issuing Lender and the Swingline Lenders (including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative AgentAgents, any Lenders, Issuing Lender or the Issuing Lenderand Swingline Lenders), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of any of the Administrative AgentAgents, any Lenders, Issuing Lender or the Issuing Lenderand Swingline Lenders, 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Credit Documents, Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

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 the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinFacilities, the preparation, negotiation, execution, delivery and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the Issuing Lender (including the reasonable and documented fees, charges and disbursements of one outside counsel for 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, Agent or any Lender or the Issuing Lender (including the all reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative AgentAgent or any Lender) (and solely in the case of a conflict of interest notified to the Borrower, any Lender or one additional counsel in each relevant jurisdiction to the Issuing Lenderaffected parties similarly situated, taken as a whole), and shall pay all reasonable and documented 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 or participated in hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates Secured Parties (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent)and consultants (provided that reimbursement of such fees, and shall pay all reasonable and documented fees and time charges and disbursements of counsel shall be limited to one New York law firm and one local law firm for attorneys who may be employees each jurisdiction in which a relevant Project is located and, in the event of any actual or perceived conflict of interest, one additional counsel to the Administrative Agentaffected parties)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Financing 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 the Issuing Lender Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender Secured Parties (including the reasonable and documented fees, charges and disbursements of any counsel for or consultant employed or retained by the Administrative Collateral Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, in connection with (A) any amendments, modifications or waivers requested under or in connection with this Agreement, or (B) the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Financing 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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesproperties provided that as long as there exists no Event of Default or Potential Default, the Borrower shall not be obligated to pay more than $15,000.00 in any fiscal year for expenses incurred under this clause (iv).

Costs and Expenses. The Borrower shall pay (i) all documented out-of-reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities that have occurred on or prior to the Closing Date as provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s 's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable documented expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (including the reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates (including the allocated costs of internal counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, due diligence, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the an Applicable Issuing Lender Party in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Lender or the an Applicable Issuing Lender Party (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgent or Affiliate thereof, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender Arranger or an Applicable Issuing Party (including the Issuing Lenderallocated costs of internal counsel)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and/or the Collateral Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the Issuing LenderBank), 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, Credit and (iv) all reasonable documentary and documented out-of-pocket expenses of the Administrative Agent’s regular employees similar taxes and agents engaged periodically to perform audits charges in respect of the Loan Parties’ books, records and business propertiesDocuments.

Costs and Expenses. The Borrower shall Loan Parties, jointly and severally, agree to pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its the Arrangers and their respective Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel for the Administrative Agent), Agent and/or the Collateral Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, any local counsel reasonably necessary) in connection with the syndication and closing of the credit facilities Loans provided for herein, the preparation, negotiation, execution, and delivery and administration of this Agreement and the other Loan Documents or, with respect to the Administrative Agent and Collateral Agent, any administration, amendment, amendment and restatement, modification or any amendments, modifications or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all documented out-of-pocket expenses incurred by the Issuing Lender including in connection with the issuance, amendment, renewal or extension of post-closing searches to confirm that security filings and recordations have been properly made and including any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, service provider referred to in Section 9.03 and in connection with its the enforcement or protection of its rights and remedies (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 reasonable out-of-pocket expenses incurred during any legal proceeding, including any Insolvency or Liquidation Proceeding, and including in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans, and (ivii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent or any Lender), in connection with the enforcement or protection of its rights and remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law, and including in connection with any workout, restructuring or negotiations in respect of such Loans; provided, however, that the Borrower will not be required to pay the fees and expenses of more than one lead counsel to the Administrative Agent’s regular employees , the Collateral Agent or any Lender (plus one local counsel in each applicable local jurisdiction and agents engaged periodically to perform audits one specialty counsel in each applicable specialty) and, in the case of an actual or potential conflict of interest, one additional counsel per affected party in connection with the Loan Parties’ books, records enforcement or protection of its rights and business propertiesremedies.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of (x) one primary counsel for to the Administrative Agent), (y) one firm of specialty and/or regulatory counsel retained by the Administrative Agent in each applicable specialty or regulatory area, and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees (z) one firm of local counsel retained by the Administrative AgentAgent in each applicable jurisdiction (including each jurisdiction of each Foreign Obligor)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of (and advice in connection with) this Agreement 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 the Issuing Lender any L/C Issuer in connection with the issuance, amendment, renewal renewal, reinstatement 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 the Issuing Lender 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 Issuing Lenderany L/C Issuer), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that for purposes of this clause (iii), and (iv) all the reasonable and documented out-of-pocket expenses fees, charges and disbursements of counsel shall be limited to the reasonable and documented out-of-pocket fees, charges and disbursements of (w) one primary counsel to the Administrative Agent’s regular employees , the Lenders and agents engaged periodically the L/C Issuer, taken together, (x) one firm of specialty and/or regulatory counsel retained by the Administrative Agent in each applicable specialty or regulatory area, (y) one firm of local counsel retained by the Administrative Agent in each applicable jurisdiction (including each jurisdiction of each Foreign Obligor), and (z) in the case of any actual, asserted or perceived conflict of interest, upon notice to perform audits the Company in connection with the retaining of the Loan Parties’ bookssuch separate counsel, records and business propertiesone additional counsel to each group of affected Persons similarly situated, taken together.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by any Issuing Lender and the Issuing 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, thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender, any Issuing Lender or the Issuing Swingline Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, any Issuing Lender or the Issuing 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 reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one firm of counsel for the Administrative Agent), the Collateral Agent and Arrangers, taken as a whole, and shall pay all reasonable of such local and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agentspecial counsel as reasonably required), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 the Issuing Lender 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of (x) one firm of counsel for the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, taken as a whole, and, in the event of a conflict of interest, one additional firm of counsel to all Persons affected thereby, taken as a whole, and of special and local counsel as reasonably required, and (y) any counsel financial advisor for the Administrative Agent, any Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable, documented and out-of-pocket costs and expenses actually incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable reasonable, documented and documented out-of-pocket fees, charges and disbursements of up to one outside counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, 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 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 reasonable, documented and out-of-pocket costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket expenses fees, costs and expense incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented and out-of-pocket expenses actually incurred by the Administrative Agent, any Lender or the Issuing Lender (Bank or any Lender, including the reasonable reasonable, documented and documented out-of-pocket fees, charges and disbursements of any one outside counsel for the Administrative Agent and the Collateral Agent, any Lender or the Issuing Lender)taken as a whole, and shall pay all reasonable and documented fees and time charges one additional counsel for attorneys who may be employees of the Administrative AgentLenders, any Lender or the Issuing Lendertaken as a whole, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented and out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable reasonable, documented and documented out-of-pocket costs, expenses, taxes, assessments and other charges actually 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 responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent’s regular employees Independent Valuation Provider incurred pursuant to Sections 5.06(b) and agents engaged periodically to perform audits 5.12(b)(iii) in excess of the Loan Parties’ booksgreater of (x) $200,000 or (y) .05% of the Total Commitments, records in each case in the aggregate incurred for all such fees, costs and business propertiesexpenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Loan Parties shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for such Agent) (limited, in the Administrative Agent)case of legal counsel, and shall pay all to the reasonable and documented fees and time fees, charges and disbursements for attorneys who may be employees of the Administrative Agentone primary counsel, and of a single local 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender 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 documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of any one primary counsel for the Administrative Agent, any Lender or the Issuing LenderL/C Issuer, and of a single local counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties taken as a whole)), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing LenderL/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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties. For the avoidance of doubt, this Section 11.3.1 shall not apply to Taxes, the payment of which is governed by Section 5.8 [Taxes].

Costs and Expenses. The Borrower Borrowers shall pay (ia) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including the all reasonable and documented fees, expenses, disbursements and other charges and disbursements of one law firm or other external counsel for the Administrative Agent), the Arranger and shall pay all reasonable their Affiliates (with exceptions for conflicts of interest) and documented fees and time charges and disbursements one local law firm or other external counsel for attorneys who may be employees of the Administrative Agent, the Arranger and their Affiliates in each relevant jurisdiction and with respect to each relevant specialty), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this 144 Agreement 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 and documented out-of-pocket expenses incurred by the Swingline Lender in connection with the extension of any Swingline Loan or any demand for payment thereunder, (c) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iiid) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Swingline Lender, any Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Swingline Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing LenderBank), in connection with the enforcement or protection of its rights after and during the continuance of an Event of Default (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.04, or (Bii) in connection with the Advances or Swingline 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 Advances, Swingline Loans or Letters of Credit. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and (iv) all other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 9.04 shall be payable within ten (10) Business Days after Borrower Representative’s regular employees and agents engaged periodically to perform audits receipt of the Loan Parties’ books, records and business propertiesa reasonably detailed invoice therefor. The agreements in this Section 9.04 shall survive Security Termination.

Costs and Expenses. The Borrower shall will pay (i) promptly upon notice from the Agent all documented reasonable out-of-pocket costs and expenses of the Agent in connection with preparation, execution and delivery of this Agreement and the other documents to be delivered hereunder and the reasonable out-of-pocket costs of the Agent in the initial syndication of the Loan Facility, whether or not any Advance has been made hereunder, including without limitation, the reasonable fees and out-of-pocket expenses incurred by of Lenders’ Counsel and counsel to the Administrative Agent Specified Lender with respect thereto and its Affiliates (including with respect to advising the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with or the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery Lenders as to its or their rights and administration of responsibilities under this Agreement and the other Loan Documents or any amendmentsto be delivered hereunder; provided such fees shall not exceed $250,000 in the aggregate for the Lenders’ Counsel (which for certainty, modifications or waivers excludes the fees of counsel to Specified Lender) without the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) Borrower’s consent. The Borrower further agrees to pay all documented reasonable out-of-pocket costs and expenses incurred by of the Issuing Lender Agent (and, in case of (iv) and (v) below, the Lenders) in connection with (i) the issuancepreparation or review of waivers, amendmentconsents and amendments requested by the Borrower, renewal or extension (ii) questions of any Letter interpretation of Credit or any demand for payment thereunderthis Agreement, (iii) the establishment of the validity and enforceability of this Agreement, (iv) the preservation or enforcement of rights of the Agent and the Lenders under this Agreement and other Loan Documents to be delivered hereunder, and (v) the exercise of any right or remedy of any nature or kind contained herein or in any Loan Document, including, without limitation, all documented out-of-pocket reasonable costs and expenses incurred sustained by the Administrative Agent, any each Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements Agent as a result of any counsel for failure by the Administrative Agent, Borrower to perform or observe any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses actually incurred by the Administrative Agent and its Affiliates (Affiliates, including all reasonable and documented due diligence costs, costs of asset validations, field examination, appraisals and the reasonable and documented fees, charges and disbursements of regulatory counsel and one primary outside counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Basic Documents and the transactions contemplated hereby or thereby 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 the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses actually incurred by the Administrative AgentAgent or any Lender, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any one primary outside counsel for the Administrative Agent, any Lender or Agent and the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing LenderLenders as a whole, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Basic Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued Advances hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iviii) all reasonable and documented out-of-pocket expenses costs, expenses, assessments and other charges actually 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. Any request for reimbursement of any of the Administrative Agent’s regular employees costs and agents engaged periodically expenses in which the Borrower is required to perform audits reimburse a Person pursuant to this Section 11.03(a) shall be accompanied by any invoice evidencing such cost or expense, which invoice shall be in reasonable form and substance in respect of the Loan Parties’ books, records and business propertiessuch cost or expense.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one (1) counsel for the Administrative AgentAgent and one (1) local counsel in each relevant jurisdiction), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 SectionSection 10.3 [Expenses, Indemnity, Damage Waiver], 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, and (iv) subject to Section 7.1.5 [Visitation Rights], all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Credit Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and Agent, its Affiliates and the Joint Lead Arrangers (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative AgentAgent and the Joint Lead Arrangers), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement 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 and documented out-of-pocket expenses incurred by the Issuing Lender 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender 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 Issuing LenderL/C Issuer), and shall pay all reasonable and documented out-of-pocket legal fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender(other than internal counsel), 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket out‑of‑pocket expenses incurred by PNC Capital Markets, LLC, the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the due diligence, preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket out‑of‑pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s 's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentLender), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative AgentLender, in connection with the syndication participation of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s Lender's regular employees and agents engaged periodically periodically, in accordance with Section 8.1.5, to perform audits of the Loan Parties’ ' books, records and business properties. Notwithstanding the foregoing, the Borrowers shall be responsible for allocated costs of internal counsel only during a post-Event of Default out-of-court restructuring or after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to a Loan Party.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent Agents, the Collateral Agents and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of Agents and/or the Administrative Agent, Collateral Agents) 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agents, any Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgents, the Collateral Agents, any Lender or the Issuing LenderBank), and shall pay all reasonable and documented 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 SectionSection 10.03, 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, Credit and (iv) all reasonable documentary and documented out-of-pocket expenses of the Administrative Agent’s regular employees similar taxes and agents engaged periodically to perform audits charges in respect of the Loan Parties’ books, records and business propertiesDocuments.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities that have occurred on or prior to the Closing Date as provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s 's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers, the Syndication Agent, the Co-Documentation Agents, each Lender, the L/C Issuer and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender 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 documented reasonable out-of-pocket expenses incurred by the Administrative Agents, the Arrangers, the Syndication Agent, the Co-Documentation Agents, the L/C Issuer, any Lender or Lender, the Issuing Swing Line Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agents, the Arrangers, the Syndication Agent, the Co-Documentation Agents, any Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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 reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall Borrowers agree, jointly and severally, to pay or reimburse (i) all documented reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agents, the Collateral Agents, the Issuing Banks and its their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent)Agents, and shall pay all but limited to, with respect to legal expenses, reasonable and documented fees and time charges expenses of one primary counsel and, if reasonably necessary, one local counsel in each of Australia, Canada and disbursements for attorneys who may be employees any other relevant material jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional counsel to the Administrative Agentaffected Person (taken as a whole)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender Bank (including including, the reasonable and documented fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender or the Issuing LenderBank), and shall pay all reasonable and documented 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 reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing costs and expenses under this Section 9.05 shall include all due diligence, search, filing, recording, title insurance, printing, reproduction, document delivery, travel, CUSIP, electronic platform, communication costs and appraisal charges and fees and Taxes related thereto, and (iv) all reasonable and documented other out-of-pocket expenses reasonably incurred by any Agent, Lender or Issuing Bank (including, in connection with any workout or restructuring, the cost of financial advisors and other outside experts retained by any Agent). All amounts due under this Section 9.05 shall be payable within 30 days after written demand therefore unless such amounts are being contested in good faith by the U.S. Borrower. The agreements in this Section shall survive the termination of the Administrative Agent’s regular employees Commitments and agents engaged periodically to perform audits repayment of the Loan Parties’ books, records and business propertiesall Obligations.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, any Lender or the Issuing Lender), Bank and shall pay all reasonable the Swingline Lender as well as one outside counsel for the Lenders and documented fees and time charges for attorneys who may be employees additional counsel should any conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable documented costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall pay will reimburse the Agent for (ia) any and all documented reasonable out-of-pocket costs and expenses, including without limitation reasonable attorneys’ fees and expenses, lien and UCC searches, title and recording expenses and other similar expenses, paid or incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication preparation, filing or recording of the credit facilities provided for hereinLoan Documents and any other document or agreement related hereto or thereto, and the preparation, negotiation, execution, delivery and administration transactions contemplated hereby (which amount shall be paid on the date of this Agreement or as soon thereafter as demand is made therefor) and the other Loan Documents or negotiation of any amendments, modifications or waivers extensions to or of any of the provisions hereof foregoing documents, instruments or thereof (whether agreements and the preparation of any and all documents necessary or not the transactions contemplated hereby desirable to effect such amendments, modifications or thereby shall be consummated)extensions, (iib) customary transaction fees of the Agent incurred in connection with the loans contemplated hereby, (c) reasonable fees in connection with any audits or inspections by the Agent of any collateral (if and to the extent collateral security is granted with respect to the Obligations) or the operations or business of the Borrower and/or its Subsidiaries, whether conducted at the premises of the Borrower and/or its Subsidiaries or at the Agent’s premises, and (d) any and all documented other reasonable out-of-pocket costs and expenses incurred by the Issuing Lender Agent in connection with any of the issuance, amendment, renewal or extension of transactions contemplated hereby. The Borrower will reimburse the Agent and each Bank for any Letter of Credit or any demand for payment thereunder, (iii) and all documented out-of-pocket reasonable costs and expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable Agent and documented fees, charges and disbursements of any up to one counsel for all Banks other than the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, Agent 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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits rights or remedies of the Agent or the Banks under any of the Loan Parties’ booksDocuments or under applicable law, records and business propertieswhether or not suit is filed with respect thereto.

Costs and Expenses. The Borrower shall Each Debtor agrees to pay (i) all documented reasonable out-of-pocket fees, costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 filing required hereunder, including all such out-of-pocket without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses incurred during of any workoutsearches reasonably required by the Collateral Agent. The Debtors will also, restructuring or negotiations in respect within 15 days of such Loans or Letters receipt of Credita reasonably detailed invoice thereof, pay to the Collateral Agent the amount of any and (iv) all reasonable and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of its counsel, which the Administrative Collateral Agent’s regular employees and agents engaged periodically to perform audits , for the benefit of the Loan Secured Parties’ books, records may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the Security Interest and business propertiesthe preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the Collateral Agent the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of its counsel, which the Collateral Agent, for the benefit of the Secured Parties, may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Debentures. The Company’s obligation to reimburse the Collateral Agent for any such fees, costs and expenses incurred in connection with the Closing shall be limited to the amount that the Company has agreed to pay as set forth in Section 5.2 of the Securities Purchase Agreement. Until so paid, any fees payable hereunder shall be added to the principal amount of the Debentures and shall bear interest at the Default Rate.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented out-of-pocket reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinCredits, the preparation, negotiation, execution, delivery and administration of this Agreement 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 search, filing and recording fees) and (y) environmental assessments, insurance reviews, collateral audits and valuations, and field exams as provided herein, (ii) all documented out-of-pocket reasonable out‑of‑pocket expenses incurred by the Issuing Lender 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 documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lenderany L/C Issuer), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lenderany 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, Credit (including all such costs and (iv) all reasonable and documented out-of-pocket expenses of incurred in connection with any proceeding under the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the United States Bankruptcy Code or Canadian Insolvency Law involving any Borrower or any other Loan Parties’ books, records and business propertiesParty as a debtor thereunder).

Costs and Expenses. The Borrower Credit Parties shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgent or its Affiliates), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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)thereof, (ii) all documented reasonable out-of-pocket expenses incurred by 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, thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the Issuing Swingline Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swingline Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the Issuing Lender or the Issuing 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.as amended. Confidential Portions are marked: [***]

Costs and Expenses. The Borrower shall pay (i) all reasonable documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of up to one counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, 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 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iviii) and all reasonable and documented 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 responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent’s regular employees Independent Valuation Provider incurred pursuant to Sections 5.06(b) and agents engaged periodically to perform audits 5.12(b)(iii) in excess of the Loan Parties’ booksgreater of (x) $200,000 or (y) .05% of the Total Commitments, records in each case in the aggregate incurred for all such fees, costs and business propertiesexpenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Collateral Agent (but only one counsel for all such Persons together), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, each Issuing Bank and each Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable and documented out-of-pocket expenses costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall pay (ia) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iiic) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Swing Line Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swing Line Lender or the Issuing LenderBank), and shall pay all reasonable and documented 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 (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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and (iv) all reasonable and documented other out-of-pocket expenses incurred by the Administrative Agent and 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 Administrative Agent’s regular employees Commitments and agents engaged periodically to perform audits repayment of the Loan Parties’ books, records and business propertiesall other Obligations.

Costs and Expenses. The Borrower Co-Borrowers shall pay (i) all reasonable and properly documented actual out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and properly documented actual fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 promptly following written demand therefor), (ii) all reasonable and properly documented actual out-of-pocket expenses incurred by the Issuing Lender each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment thereunder, thereunder and (iii) all reasonable and properly documented actual out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender any L/C Issuer (including the reasonable and properly documented actual fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, 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 Co-Borrowers shall have no obligation to pay, or reimburse any Person for, the fees and (iv) all reasonable and documented out-of-pocket expenses time charges of attorneys who are employees of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesany Lender or any L/C Issuer.

Costs and Expenses. The Borrower shall pay (i) pay, within 30 days after notice from the Agent all reasonable and documented out-of-pocket costs and expenses incurred by of the Administrative Lenders, the Agent and its Affiliates (the Co-Lead Arrangers, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees travel expenses of the Administrative AgentAgent and the Co-Lead Arrangers, in connection with the Documents and the establishment and initial syndication of the credit facilities provided for hereinCredit Facilities, the including in connection with negotiation, preparation, negotiationprinting, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not any Drawdown has been made hereunder, and also including: (a) the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented fees and out-of-pocket costs and expenses incurred by of Lenders’ Counsel (on a solicitor-client full indemnity basis) with respect thereto and with respect to advising the Issuing Lender in connection with Agent and the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable Lenders as to their rights and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 responsibilities under this Agreement and the other Loan Documents, including its rights under this Section, or Documents and (Bb) 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 third party service providers in respect of such Loans or Letters the Platform. Except for ordinary expenses of Creditthe Lenders, the Operating Lender and (iv) the Agent relating to the day to day administration of this Agreement, the Borrower further agrees to pay within 30 days of demand by the Agent all reasonable and documented out-of-pocket costs and expenses in connection with the preparation or review of waivers, consents and amendments pertaining to this Agreement, and in connection with the establishment of the Administrative Agent’s regular employees validity and agents engaged periodically enforceability of this Agreement and the preservation or enforcement of rights of the Lenders, the Operating Lender and the Agent under this Agreement and other Documents, including all reasonable and documented out-of-pocket costs and expenses sustained by the Lenders, the Operating Lender and the Agent as a result of any failure by the Borrower to perform audits or observe any of the Loan Parties’ booksits obligations hereunder or in connection with any action, records suit or proceeding relating thereto (whether or not an Indemnified Party is a party or subject thereto), together with interest thereon from and business propertiesafter such 30th day if such payment is not made by such time.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates or PNC Capital Markets LLC (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentAgent and PNC Capital Markets LLC), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 the applicable 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 the any Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arranger, the Green Loan Coordinator and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 and (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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ Borrower’s books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent), Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative 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 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 and documented out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, any Lender or the Issuing Lender), Bank and shall pay all reasonable and documented fees and time charges for attorneys who may be employees the Swingline Lender as well as additional counsel should any conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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-pocket documented expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable documented costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business properties.therein. 109 Revolving Credit Agreement

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket costs and expenses incurred by the Administrative each Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest) for the Administrative such Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket costs and expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket costs and expenses incurred by the Administrative any Agent, any Lender Issuing Bank or the Issuing any Lender (including the reasonable and documented fees, charges and disbursements of any not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest) for the Administrative each such Agent, any Lender Issuing Bank or the Issuing any Lender), and shall pay all reasonable and documented 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-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, Credit and (iv) all reasonable transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein and documented out-of-pocket expenses all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall Borrowers be jointly and severally liable to pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the preparation, negotiation, execution and delivery of the commitment letter, term sheet and Fee Letter relating to this Agreement, the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender LC Issuer in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender LC Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing LenderLC Issuer), and shall pay all reasonable and documented 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 the commitment letter, term sheet and Fee Letter relating to this Agreement, 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 Letter of Credit. For purposes of clarification, and (ivthe limitations on the use of legal counsel, at the Borrowers’ expense, set forth in the final sentence of Section 9.6(b) all reasonable and documented out-of-pocket expenses of apply to the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesprovisions set forth in this Section 9.6(a).

Costs and Expenses. The Borrower shall pay from time to time upon demand on and after the Closing Date (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates Agents (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and/or the Collateral Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative any Agent, any Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the Issuing LenderBank, which shall be limited to one primary counsel, any local counsel and any other counsel deemed necessary by the Administrative Agent in the event of a conflict of interest under applicable rules of legal ethics), 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, Credit and (iv) all reasonable documentary and documented out-of-pocket expenses of the Administrative Agent’s regular employees similar taxes and agents engaged periodically to perform audits charges in respect of the Loan Parties’ books, records and business propertiesDocuments.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Collateral Agent (but only one counsel for all such Persons together), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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) and, subject to the last sentence of this clause (a), all costs and expenses of the Approved Third-Party Appraiser, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, any Lender or the Issuing Lender), Bank and shall pay all reasonable the Swingline Lender as well as one outside counsel for the Lenders and documented fees and time charges for attorneys who may be employees additional counsel should any conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges reasonably 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 responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent’s regular employees Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(E), and agents engaged periodically to perform audits the fees, costs and expenses incurred in accordance with Section 7.01(a) of the Loan Parties’ booksGuarantee and Security Agreement, records in excess of $450,000 in the aggregate incurred for all such fees, costs and business propertiesexpenses (excluding any valuation costs and expenses incurred by the Administrative Agent as a result of a regulatory directive) in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Credit Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 Borrower shall not be required to pay any legal fees and expenses of Lenders other than Bank of America incurred in connection with the preparation, negotiation, execution and delivery of the Loan Documents in connection with the closing of the transactions herein; and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 SectionSection 10.04, or (B) in connection with the Loans Term Loan made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesTerm Loan.

Costs and Expenses. The Borrower shall pay from time to time upon demand on and after the Restatement Effective Date (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates Agents (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and/or the Collateral Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) 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 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative any Agent, any Lender or the Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the Issuing LenderBank, which shall be limited to one primary counsel, any local counsel and any other counsel deemed necessary by the Administrative Agent in the event of a conflict of interest under applicable rules of legal ethics), 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, Credit and (iv) all reasonable documentary and documented out-of-pocket expenses of the Administrative Agent’s regular employees similar taxes and agents engaged periodically to perform audits charges in respect of the Loan Parties’ books, records and business propertiesDocuments.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentAgent but not including counsel for any other Lenders), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the invoiced reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented invoiced 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented invoiced out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. In addition, the Borrower agrees to pay as and (iv) when billed by any Lender party to the Credit Agreement on the Closing Date and who is not the Administrative Agent all of its reasonable and documented out-of-pocket costs and expenses of incurred in connection with the Administrative Agent’s regular employees development, preparation and agents engaged periodically to perform audits execution of the Loan Parties’ booksDocuments, records including without limitation all reasonable fees, distributions and business propertiesexpenses of counsel, in an amount not to exceed $25,000 in the aggregate.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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, documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, including the reasonable fees, charges and expenses of one counsel for such Issuing Lender (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, (iii) the Borrowers shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Credit Documents or the other documents to be delivered hereunder or thereunder or the funding or maintenance of Loans or Letters of Credit, hereunder and (iv) all reasonable due diligence, inspection, audit, testing, review, recording, travel, lodging or other administrative expenses and documented out-of-pocket expenses costs incurred by the Administrative Agent or any Lender in connection with the review, consideration, pledge or proposed pledge of any Mortgage Asset or other Collateral or proposed Collateral (including any costs necessary or incidental to the pledge of the Administrative Agent’s regular employees Mortgage Assets or other Collateral or the making of any Loan in connection therewith). The provisions of this Section shall survive the termination of this Agreement and agents engaged periodically to perform audits the payment in full of the Loan Parties’ books, records and business propertiesObligations.

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 the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation, negotiation, execution, delivery and administration of this Agreement 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 and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, any Lender or the Lenders, the Issuing Lender Lender, the Documentation Agent, the Syndication Agent and the Swap Counterparties (including the reasonable and documented fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentLead Arrangers, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Lenders, the Issuing Lender, the Documentation Agent, the Syndication Agent and the Swap Counterparties), in connection with the enforcement or protection of its rights (A) in connection with this Agreement Agreement, the other Credit Documents and the other Loan DocumentsHedging Arrangements with Swap Counterparties, 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit, and (iv) all reasonable and documented out-of-out of pocket expenses of the Lenders incurred in the case of documentary taxes with respect to any Credit Document. Notwithstanding the foregoing, the Borrower shall not be responsible for obligations incurred under clause (iii) hereof except for, attorney’s fees, expenses and charges for (w) one primary counsel of the Lead Arrangers, the Administrative Agent’s regular employees , the Lenders, the Issuing Lender, the Documentation Agent, the Syndication Agent and agents engaged periodically the Swap Counterparties (taken as a whole), (x) if necessary, a single firm of local counsel in each appropriate jurisdiction, and (y) additional counsel if such representation by a single counsel would be inappropriate due to perform audits the existence of the Loan Parties’ books, records and business propertiesan actual or reasonably perceived conflict of interest.

Costs and Expenses. The Borrower shall Loan Parties, jointly and severally, agree to pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its the Arrangers and their respective Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel for the Administrative Agent), Agent and/or the Collateral Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, any local counsel reasonably necessary) in connection with the syndication and closing of the credit facilities Loans provided for herein, the preparation, negotiation, execution, and delivery and administration of this Agreement and the other Loan Documents or, with respect to the Administrative Agent and Collateral Agent, any administration, amendment, amendment and restatement, modification or any amendments, modifications 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 and including any costs and expenses of the service provider referred to in Section 9.03 and in connection with its the protection of its rights and remedies (iiA) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made hereunder, including all documented such reasonable out-of-pocket expenses incurred during any legal proceeding, including any Insolvency or Liquidation Proceeding, and including in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (ii) all reasonable and documented out of pocket expenses incurred by the Issuing Lender 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 reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Lender any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the Issuing Lenderany L/C Issuer), in connection with the enforcement or protection of its rights and remedies (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 reasonable and documented out-of-pocket expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law, and including in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, that the Borrowers will not be required to pay the fees and (iv) all reasonable and documented out-of-pocket expenses of more than one lead counsel to the Administrative Agent’s regular employees , the Collateral Agent, any Lender or any L/C Issuer (plus one local counsel in each applicable local jurisdiction and agents engaged periodically to perform audits one specialty counsel in each applicable specialty) and, in the case of an actual or potential conflict of interest, one additional counsel per affected party in connection with the Loan Parties’ books, records enforcement or protection of its rights and business propertiesremedies.

Costs and Expenses. The Borrower shall (a) Holdings and the Borrowers jointly and severally agree to pay promptly all reasonable costs and expenses of the Agent and each Term Lender party hereto as of the Amendment Effective Date in connection with the preparation, execution, delivery, distribution (iincluding via the internet or through a service such as Intralinks), administration, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, (A) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates due diligence (including diligence with respect to the Collateral), syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal and valuation, consultant, and audit expenses, (B) the reasonable fees and documented fees, charges expenses of counsel for a potential assignee in connection with a syndication by theany Term Lender party hereto as of the Amendment Effective Date Term Lender of any portion of its Term LoanLoans within 180 days of the Amendment Effective Date and disbursements (C) the reasonable fees and expenses of counsel for the Administrative Agent), Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees each Term Lender party hereto as of the Administrative Agent, in connection Amendment Effective Date with respect thereto and with respect to advising the syndication Agent or any Term Lender party hereto as of the credit facilities provided for herein, the preparation, negotiation, execution, delivery Amendment Effective Date as to their rights and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 responsibilities under this Agreement and the other Loan Documents. Holdings and the Borrowers further jointly and severally agree to pay on demand all costs and expenses of the Agent and the Lenders, if any (including its rights under this Sectionreasonable counsel fees and expenses), or (B) in connection with the Loans made enforcement of, or Letters protection of Credit issued their rights under, (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including all such out-of-pocket reasonable fees and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditone counsel for the Agent, and (iv) all reasonable and documented out-of-pocket expenses one counsel for the Lenders in connection with the enforcement of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesor protection rights under this Section 9.04(a).

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all reasonable and documented out-of-pocket fees and expenses incurred by OrbiMed, Deerfield and the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for OrbiMed, Deerfield and the Administrative AgentAgent and due diligence expenses incurred by OrbiMed and Deerfield), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, (x) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Documents, including schedules and exhibits, or any amendments, supplements, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that such expenses incurred by OrbiMed and Deerfield and to be reimbursed hereunder, through and including the Closing Date, shall not exceed $600,000), (y) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document and (z) the preparation and review of the form of any document or instrument relevant to any Loan Document, and (ii) all documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters in connection with any enforcement of Creditany Obligations but, and in each case under this Section 10.4(b), excluding any expenses to the extent that they have resulted from (iv1) all reasonable and documented out-of-pocket expenses the willful misconduct or gross negligence of the Administrative Agent’s regular employees Agent or any Lender (or any of their respective Related Parties) (as determined by a court of competent jurisdiction in a final and agents engaged periodically to perform audits non-appealable decision), (2) (x) a material breach of the obligations of any Lender (or any of its respective Related Parties) under the Loan Documents or (y) a material breach of the obligations of the Administrative Agent (or any of its Related Parties’ books) under Section 7.15 (in each case, records as determined by a court of competent jurisdiction in a final and business propertiesnon-appealable decision), or (3) disputes solely between and among the Administrative Agent and/or the Lenders not arising from any act or omission of Holdings, the Borrower or any Subsidiary or any of their Affiliates.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s 's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The Borrower Loan Parties shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentAgent and the Arranger), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative AgentAgent or the Arranger, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Arranger, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, the Arranger, 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties. The Administrative Agent shall use reasonable efforts to minimize expenses and shall furnish estimates of the expenses in respect of audits and appraisals to be undertaken after the Closing Date under the Loan Documents. The Administrative Agent agrees (i) to advise the Borrowers upon its becoming aware that actual expenses in respect of such audits and appraisals will likely exceed the estimates previously provided therefor, and (ii) that the Administrative Agent shall not charge the Borrowers’ account with respect to such expenses until the Borrowers have had a reasonable opportunity to review the invoices with respect thereto, it being understood that all such expenses with respect to the audits and appraisals shall be paid as and when due hereunder. The Administrative Agent agrees to provide the Borrowers with (i) a preliminary billing statement five (5) days before any payments referenced therein are due, and (ii) a final billing statement one (1) day before any payments referenced therein are due, it being understood that all such payments shall be made as and when due hereunder.

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentLender), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative AgentLender, in connection with the syndication participation of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative AgentLender’s regular employees and agents engaged periodically periodically, in accordance with Section 7.1.5, to perform audits of the Loan Parties’ books, records and business properties. Notwithstanding the foregoing, the Borrowers shall be responsible for allocated costs of internal counsel only during a post-Event of Default out-of-court restructuring or after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to a Loan Party.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one primary outside counsel and one local counsel in each applicable jurisdiction, as necessary, and, in the case of an actual or perceived conflict of interest, additional conflicts counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the 128 syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Swingline Lender in connection with the extension of any Swingline Loan or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iiiiv) all documented out-of-pocket reasonable out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or Swingline Lender (when an Event of Default exists) or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of any one primary outside counsel and one local counsel in each applicable jurisdiction, as necessary, and, in the case of an actual or perceived conflict of interest, additional conflicts counsel or professional advisors for the Administrative Agent, any Lender, Swingline Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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 under this Agreement and the other Loan Documents, including including, without limitation, its rights under this Section, or (B) and in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Each Borrower and each other Credit Party, jointly and severally, shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the each Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued or to be issued by it or any demand for payment thereunder, (iii) reasonable fees and disbursements incurred by the Administrative Agent or the Administrative Agent on behalf of Lenders in connection with any appraisals of Collateral, field examinations, collateral analysis or monitoring or other business analysis conducted by outside Persons in connection with this Agreement and all documented related agreements (provided, however, that so long as no Event of Default shall be in existence, the Credit Parties shall be obligated to pay for no more than one (1) appraisal and two (2) collateral audits per calendar year) and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the such Issuing LenderBank), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the any Issuing LenderBank, 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, and (iv) all reasonable and documented out-of-pocket expenses of including the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiesBankruptcy Case Expenses.

Costs and Expenses. The Borrower Credit Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative AgentAgent (which counsel may include their respective employees), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender Bank (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing LenderBank (which counsel may include their respective employees), and shall pay all reasonable and documented 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 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Without duplication of the foregoing, the Borrower and each other Credit Party shall indemnify and/or reimburse (ivas applicable) the Administrative Agent for any and all reasonable and reasonable, documented out-of-pocket expenses costs, expenses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Administrative AgentCollateral, its rights and interests therein or any Credit Party’s regular employees underlying rights and agents engaged periodically interests therein or the enforcement of any of its other rights with respect to perform audits of the Loan Parties’ books, records and business propertiesCollateral.

Costs and Expenses. The Borrower Loan Parties shall pay or reimburse (ia) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented attorneys’ fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, disbursements) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or Documents, and in connection with any amendments, modifications or waivers of the provisions hereof or thereof applicable to the Loan Parties (in each case whether or not the transactions contemplated hereby or thereby shall be consummated), (iib) all documented reasonable out-of-pocket expenses incurred by the Issuing Lender and the Swing Lender (including the fees, charges and disbursements of any counsel for the Agent, any Lender or the Issuing Lender), in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Swing Loan or any demand for payment thereunder, thereunder and (iiic) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the Issuing Swing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 as to the Loan Parties but not as to the Agent or other Lenders (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 hereunderherein, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Letter of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative AgentLender), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative AgentLender, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented out-of-pocket out‑of‑pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s Lender's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The U.S. Borrower shall agrees to pay (i) all documented reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including expenses incurred in connection with the due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the U.S. Borrower and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) 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 documented reasonable out-of-pocket expenses incurred by the each Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any Issuing Lender Bank (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any Issuing LenderBank), and shall pay all reasonable and documented 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 the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Joint Lead Arrangers, and, in connection with any such out-of-pocket expenses incurred during any enforcement, protection, workout, restructuring or negotiations in respect negotiations, the reasonable fees, charges and disbursements of any other counsel) (including the reasonable allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank or any Lender (but no more than one such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business propertiescounsel for any Lender)).

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinRevolving Facility, the preparation, negotiation, execution, delivery and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the Issuing Lender 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lenderany L/C Issuer), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lenderany 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, Credit (including all such costs and (iv) all reasonable and documented out-of-pocket expenses of incurred in connection with any proceeding under the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the United States Bankruptcy Code involving either Borrower or any other Loan Parties’ books, records and business propertiesParty as a debtor thereunder).

Costs and Expenses. The Borrower Borrowers shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented Extraordinary Expenses, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Lender L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iiiiv) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in the administration of and actions relating to any Collateral contemplated in the Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (v) subject to the limits of Section 6.10(c), all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates for each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by Administrative Agent’s personnel or a third party, and (vi) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing LenderL/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. All legal, accounting and (iv) all reasonable and documented out-of-pocket expenses of consulting fees shall be charged to the Borrowers by the Administrative Agent’s regular employees professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that the Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction that are paid directly by the Administrative Agent, any Lender or any of their Affiliates. If, 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 proper margin shall be applied retroactively and agents engaged periodically Borrowers shall immediately pay to perform audits Administrative Agent, for the Pro Rata benefit of Lenders, an amount equal to the Loan Parties’ books, records difference between the amount of interest and business propertiesfees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due on demand.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s 's regular employees and agents engaged periodically to perform audits of the Loan Parties’ ' books, records and business properties.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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) to the extent not already paid pursuant to Section 2.04, all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (following an Event of Default) or the Issuing Lender 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 Issuing LenderL/C Issuer), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, ; and (iv) pay and hold each of the Lenders harmless from and against any and all reasonable present and documented out-of-pocket expenses future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission (other than to the extent attributable to such Lender) to pay such taxes. It is understood that the provisions of this clause do not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent’s regular employees ). Notwithstanding the foregoing, the obligation to reimburse the Lenders and agents engaged periodically the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to perform audits (x) one law firm for the Administrative Agent, (y) one other law firm retained by the Required Lenders or an ad hoc group of Lenders and (z) in the Loan Parties’ booksevent of a conflict of interest, records one additional law firm for another Lender or group of Lenders, together with (in the case of (x), (y) and business properties(z), as applicable) one additional counsel in each applicable jurisdiction.

Costs and Expenses. The Borrower shall pay (i) all reasonable documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of up to one counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, 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 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented and out-of-pocket expenses incurred by the Administrative Agent, Collateral Agent or any Lender or the Issuing Lender (Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Collateral Agent or any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, 105 thereof and (iviii) and all reasonable documented and documented 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 responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent’s regular employees Independent Valuation Provider incurred pursuant to Sections 5.06(b) and agents engaged periodically to perform audits 5.12(b)(iii) in excess of $100,000 in the Loan Parties’ booksaggregate incurred for all such fees, records costs and business propertiesexpenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered hereunder, including, without limitation, (iA) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and documented fees, charges and disbursements expenses of counsel for the Administrative Agent)Agent with respect thereto and with respect to advising the Agent and each such Lender as to their respective rights and responsibilities under this Agreement, and shall provided, however, that to the extent that the Borrower has previously agreed to pay all reasonable and documented such fees and time charges expenses and disbursements for attorneys who may be employees has received a statement of such costs and expenses two Business Days prior to the Effective Date, the Borrower agrees to pay such costs and expenses on the Effective Date. The Borrower further agrees to pay on demand all costs and expenses of the Administrative AgentAgent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the syndication enforcement (whether through negotiations, legal proceedings or otherwise) of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a). The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Loan Documents Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any amendmentsof its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, modifications in each case whether or waivers of not such investigation, litigation or proceeding is brought by the provisions hereof Borrower, its directors, shareholders or thereof (creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or thereby shall be consummated)expense is found in a final, (ii) all documented outnon-of-pocket expenses incurred appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the Issuing actual or proposed use of the proceeds of the Advances. If any payment of principal of any Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.08 or 2.10, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by the such Lender (with a copy of such demand to the Agent), pay on the next succeeding Business Day to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the reasonable liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance and documented feesthe amount calculated in accordance with Section 2, charges subsections 5(a) and disbursements (b) of the Chilean Loan Agreement. Without prejudice to the survival of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees other agreement 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 Borrower 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 agreements and (iv) all reasonable and documented out-of-pocket expenses obligations of the Administrative Agent’s regular employees Borrower contained in Sections 2.09, 2.10, 2.12 and agents engaged periodically to perform audits 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Loan Parties’ books, records and business propertiesNotes.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities that have occurred on or prior to the Closing Date as provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.. Table of Contents

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders in connection with compliance by the Administrative Agent or the Lenders with Section 10.14 and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing LenderL/C Issuer), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing LenderL/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, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Credit Parties shall pay (i) all reasonable and documented out-of-pocket pocket(a) expenses incurred by the Administrative Agent and Agent, its Affiliates and the Lead Arrangers (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent)Agent and Lead Arrangers taken as a whole and, and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees if necessary, of the Administrative Agent, one local counsel in any relevant material jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 Transactions shall be consummated), (ii) all documented reasonable out-of-pocket expenses incurred by 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or and each of the Lenders and Issuing Lender (including the reasonable and documented fees, charges and disbursements of any one counsel for to the Administrative AgentAgent and the Lenders taken as a whole and, if necessary, of one local counsel in any Lender or the Issuing Lenderrelevant material jurisdiction and, solely in a conflict of interest, one additional counsel in each relevant material jurisdiction), and shall pay all reasonable and documented 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 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates (any Affiliate thereof, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative AgentAgents (except as otherwise agreed between the Agents and the Borrower), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any Agent and one counsel for any Issuing Lender and the Administrative Agent, any other Lenders taken as a group (unless there is an actual or perceived conflict of interest in which case each such Issuing Lender or the Issuing Lenderother Lender may retain its own counsel), and shall pay all reasonable and documented 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-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) all reasonable costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

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 the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinFacilities, the preparation, negotiation, execution, delivery and administration of this Agreement 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 and documented out-of-pocket expenses incurred by the Issuing Lender (including the reasonable and documented fees, charges and disbursements of one outside counsel for 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, Agent or any Lender or the Issuing Lender (including the all reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative AgentAgent or any Lender) (and solely in the case of a conflict of interest notified to the Borrower, any Lender or one additional counsel in each relevant jurisdiction to the Issuing Lenderaffected parties similarly situated, taken as a whole), and shall pay all reasonable and documented 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 or participated in hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.. 141

Costs and Expenses. The Borrower shall pay (i) all documented reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent Agent, the Syndication Agent, the Collateral Trustee and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of outside counsel for the Administrative Agent and the Syndication Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Collateral Trustee, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Syndication Agent, the Collateral Trustee, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 SectionSection 11.3, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s and the Syndication Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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 documented reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Alterra Capital and Alterra Bermuda shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative AgentAgent and single local counsel and single specialist counsel (for each relevant jurisdiction and relevant specialization), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agentas reasonably required, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement 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), . Each Borrower shall pay (iii) all reasonable and documented out-of-pocket expenses incurred by the an Applicable Issuing Lender Party in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued for such Borrower’s account or any demand for payment thereunder, thereunder and (iiiii) all documented reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender Lender, the Fronting Bank or the Issuing Lender L/C Administrator (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Lender, the Fronting Bank or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, L/C Administrator) in connection with the enforcement or protection of its rights against such Borrower (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 hereunderhereunder to or for the account of such Borrower, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower Seller shall pay (i) all documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit purchase or financing facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Transaction 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 documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the Issuing Lender Purchaser Party (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or the Issuing LenderPurchaser Party), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, Agent or any Lender or the Issuing LenderPurchaser Party, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Transaction Documents, including its rights under this Section, or (B) in connection with the Loans Investments 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 Creditany Investment, and (iviii) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Seller-Related Parties’ books, records and business properties.. SECTION 11.02

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), Agent and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and 94 Revolving Credit Agreement administration of this Agreement 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 and documented out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Swingline Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, each Issuing Bank and each Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or the Issuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees conflict of the Administrative Agent, any Lender or the Issuing Lenderinterest 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 documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable documented costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall pay (i) all documented out-of-pocket reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement 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, documented out-of-pocket expenses incurred by the any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, including the reasonable fees, charges and expenses of one counsel for such Issuing Lender (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or the Issuing Lender (any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or the Issuing Lender), and shall pay all reasonable and documented 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-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, thereof and (iv) and all reasonable costs, expenses, taxes, assessments and documented out-of-pocket expenses other charges incurred in connection with any filing, registration, recording or perfection of the Administrative Agent’s regular employees and agents engaged periodically any security interest contemplated by any Security Document or any other document referred to perform audits of the Loan Parties’ books, records and business propertiestherein.

Costs and Expenses. The Borrower shall agrees to pay on demand on the appropriate Funding Date under the Depositary Agreement (ia) all documented out-of-pocket reasonable costs and expenses incurred by of the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, Banks in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery delivery, syndication, administration, modification and administration amendment of this Agreement Agreement, the Notes 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 documents to be consummated), (ii) all documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable and documented 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 delivered hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (i) the reasonable fees and (iv) all reasonable and documented out-of-pocket expenses of one counsel for the Administrative Agent’s regular employees Banks with respect thereto and agents with respect to advising the Agent and the Banks as to their rights and responsibilities, or the perfection, protection or reservation of rights or interests, under this Agreement, the other Transaction Documents and the other documents to be delivered hereunder; and (ii) the reason able fees and expenses of any consultants, auditors or accountants engaged periodically to perform audits by the Agent with the written consent (which shall not be unreasonably withheld) of the Loan Parties’ booksBorrower pursuant hereto and (b) all reasonable costs and expenses of the Agent and the Banks (including reasonable counsel fees and expenses of the Agent and the Banks) in connection with the enforcement (whether through negotiations, records legal proceedings or otherwise) of this Agreement, the other Transaction Documents and business propertiesthe other documents to be delivered hereunder, whether in any action, suit or litigation, any bankruptcy, insolvency or similar proceeding. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of the aforementioned documents, and the Borrower agrees to indemnify and hold the Agent and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any of the foregoing to the extent the Borrower had notice thereof.