Common use of Costs and Expenses Clause in Contracts

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

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

Costs and Expenses. The In addition to the rights of indemnification granted under Section 16.1, the Borrower shall agrees to pay (i) on demand all reasonable out and documented out-of-pocket costs and expenses of the Agent, the Collateral Agent, the Collateral Custodian, the Lender Agents and the Lenders in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, in each case, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, the Collateral Manager, the Collateral Custodian and the Agent or the Collateral Agent, and Collateral Custodian Fee Letter, and the Borrower further agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by of the Administrative Agent and its Affiliates (including MLPFS and in connection with any amendments, waivers or consents executed in connection with this Agreement, including the reasonable feesfees and out-of-pocket, charges and disbursements documented expenses of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Collateral Agent, but not the Collateral Custodian, the Lender Agents and the Lenders with respect thereto and with respect to advising the Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all documented and out-of-pocket costs and expenses, if any other separate (including reasonable counsel to fees and expenses), of the Arrangers or Agent, the Collateral Agent, the Collateral Custodian, the Lender Agents and the Lenders), in connection with the syndication of enforcement against the credit facilities provided for herein, Collateral Manager or the preparation, negotiation, execution, delivery and administration Borrower of this Agreement (including, without limitation, or any of the administration of any assignment under Section 10.06 that is determined to be void ab initio) other Transaction Documents and the other Loan Documents documents and agreements to be delivered hereunder or any amendmentswith respect hereto; provided, modifications or waivers of that the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby Borrower shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension given prior written notice of any Letter extraordinary expenses in excess of Credit or any demand for payment thereunder $20,000 and in the case of reimbursement of (iiiA) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Lenders other than the Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) reimbursement shall be limited to one counsel for all the reasonable Agent, the Lender Agents and documented legal fees Lenders and expenses of a single law firm as (B) counsel for the Administrative Collateral Agent and Collateral Custodian shall be limited to one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in Persons. For the case where any such Person determines in good faith that a conflict avoidance of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counseldoubt, the reasonable and documented legal fees costs and expenses of such separate counsel described in this Section 17.4 shall also be paid or reimbursednot include Taxes.

Costs and Expenses. (1) The Borrower Mortgagor shall pay forthwith on demand:- (ia) all reasonable out of pocket expenses including stamp duty (whether as penalty or otherwise), legal, administrative, registration, execution fees and any other costs or charges (including abortive costs) incurred or expended by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Mortgagee in connection with the syndication of Assignment whether the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement same is accepted or otherwise; and (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iib) all reasonable out of pocket expenses legal fees on a full indemnity basis and other costs and disbursements whatsoever including but not limited to stamp or other duties incurred by each L/C Issuer in connection with the issuancedemanding and enforcing payment of moneys due hereunder or otherwise howsoever in enforcing this Assignment, amendment, renewal or extension of any Letter of Credit or any demand other document called for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender terms of this Assignment or any L/C Issuer (including of the feescovenants, charges and disbursements undertakings, stipulations, terms, conditions or provisions of this Assignment, or any counsel other document called for by the Administrative Agent, any Lender terms of this Assignment or the L/C Issuer) incurred in connection with any delay or omission on the enforcement part of the Mortgagor to pay any stamp or protection of its rights (A) other duties in connection with this Agreement Assignment or any other document called for by the terms of this Assignment. (2) In addition to and not in derogation of the other Loan Documents, including its rights under provisions of this Section, Assignment if the Mortgagor shall fail or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations refuse to pay or reimburse for any insurance premia legal fees stamp duty and other costs charges and expenses pursuant which the Mortgagor is liable to pay under any provisions of this clause Assignment the Mortgagee may at its discretion pay the same (iiibut shall not be under any obligation to do so) and if such payment is made by the Mortgagee the Mortgagor shall forthwith on demand repay the same to the Mortgagee together with interest thereon at such rate or rates as may be prescribed by the Mortgagee from time to time calculated from the date of payment thereof by the Mortgagee up to the date of repayment by the Mortgagor and until so repaid shall be limited included in and subject to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedcharges created therein.

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

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Collateral Agent and its their respective Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and the Syndication Agent), and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), shall pay all reasonable fees in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Collateral Agent, any Lender or any L/C Issuer Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Syndication Agent, the Collateral Agent, any Lender or the L/C Issuer) any Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 11.3 [Expenses; Indemnity; Damage Waiver], or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent Agent’s and one additional law firm as counsel for all other such partiesthe Syndication Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation records and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedbusiness properties.

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

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

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

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

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

Costs and Expenses. The Borrower shall Borrowers agree (a) to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent and its Affiliates the Arrangers for all reasonable and documented out-of-pocket costs and expenses (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Attorney Costs) incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery syndication and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (ii) all reasonable out limited, in the case of pocket expenses incurred by each L/C Issuer in connection with legal fees and expenses, to the issuanceAttorney Costs of one counsel to the Administrative Agent and the Arrangers taken as a whole and, amendmentif reasonably necessary, renewal or extension one local counsel of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender the Arrangers, and the Lenders taken as a whole in each relevant jurisdiction), and (b) to pay or any L/C Issuer (including the fees, charges and disbursements of any counsel for reimburse the Administrative Agent, any Lender or the L/C IssuerIssuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs) incurred in connection with the enforcement of any rights or protection of its rights (A) in connection with remedies under this Agreement and or the other Loan Documents, including its rights under this Section, or Documents (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 workoutlegal proceeding, restructuring or negotiations including any proceeding under any Debtor Relief Law, but limited, in respect the case of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited expenses, to the reasonable and documented legal fees and expenses Attorney Costs of a single law firm as one counsel for to the Administrative Agent Agent, the Issuers and the Lenders taken as a whole (and, if reasonably necessary, one additional law firm as local counsel for all other such parties, taken togetherin any relevant jurisdiction and, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict event of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such an actual or potential conflict of interest and engages its own separate counselbetween the Agents, the reasonable and documented legal fees and expenses Issuers, and/or the Lenders, where the Person or Persons affected by such conflict of interest inform the Borrowers in writing of such separate conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole of the affected parties)). The agreements in this Section 12.3 shall also survive the termination of the Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid within thirty (30) days following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail and such supporting material as the Borrowers may reasonably request. If any Loan Party fails to pay when due any costs, expenses or reimbursedother amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Costs and Expenses. The Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay (i) all reasonable out when due, shall reimburse to Administrative Agent for the benefit of pocket expenses incurred by the itself and Lenders on demand and shall indemnify Administrative Agent and its Affiliates (including MLPFS and including the reasonable Lenders from, all out-of-pocket fees, charges and disbursements of counsel for the Administrative Agentcosts, and of special and local counsel retained expenses paid or incurred by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Agent in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments (and any amendments, including its rights under this Sectionapprovals, consents, waivers and releases requested, required, proposed or done from time to time), or (B) in connection with the Loans made disbursement, administration or Letters collection of Credit issued hereunderthe Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel Administrative Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees, if the Administrative Agent and one additional law firm as counsel for obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees costs and expenses of complying with the Loan Documents, whether or not such separate counsel costs and expenses are included in the Budget. Borrower’s obligations under this Section shall also be paid survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reimbursedreconveyance of any of the Loan Documents, the foreclosure of the Mortgage or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, each Arranger, each Bookrunner and of special and local counsel retained by the Administrative each Syndication Agent, but not any other separate counsel to in each case together with their respective Affiliates, and the Arrangers or the Lenders)officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable costs and out-of-pocket expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) which Attorney Costs shall be limited to the reasonable and documented legal fees and expenses reasonable disbursements of Milbank LLP and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single law firm as local counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include and a single law firm as specialinsurance regulatory counsel, local or foreign counsel acting in multiple jurisdictions)collectively, except that in for each of the case where any such foregoing Persons, (b) each Agent-Related Person determines in good faith that a conflict of interest does or may exist for all reasonable costs and out-of-pocket expenses incurred in connection with such legal representation any amendment, waiver, consent or other modification of the provisions hereof and such Person advises thereof and the Borrower consummation and administration of such actual or potential conflict the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of interest a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and engages its own separate a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and documented disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes (other than income taxes) related thereto and other out-of-pocket expenses incurred by each Agent-Related Person and the cost of independent public accountants and other outside experts (subject to the limitations above) retained by such separate counsel Agent-Related Person or any Lender, as applicable. All amounts due under this Section 10.04 shall also be paid or reimbursedpayable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the repayment of the Revolving Loans and the other Obligations.

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

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

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

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

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

Costs and Expenses. The Borrower shall pay pay: (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS the reasonable fees, charges and disbursements of counsel for the Administrative Agent, which in the case of professional services will include only the reasonable fees, charges and disbursements of (1) one deal counsel, one regulatory counsel and one local real estate counsel for each state in which a Mortgage is entered into by any Loan Party (so long as none of the existing counsel is licensed in such state and practicing as real estate counsel in such state) to the Administrative Agent, (2) one title insurance company selected by the Administrative Agent and (3) one or more vendors selected by the Administrative Agent to perform any Phase I Environmental Site Assessments or similar environmental due diligence assessment, in each case, only to the extent requested by the Administrative Agent) in connection with the syndication of the Credit Facilities, the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents (whether or not the transactions contemplated hereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), , (iiiii) all reasonable out of pocket expenses incurred by each L/C Issuer the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, and (iiiiv) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) any Issuing Lender), in connection with the enforcement or protection of its rights rights: (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall Loan Parties, jointly and severally, agree to pay (i) all reasonable out of 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 MLPFS and 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 of special and any local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), 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 (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or, 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 reasonable out of pocket expenses incurred by each L/C Issuer 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 issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder service provider referred to in Section 9.03 and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with 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 out of 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 Loans, and (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Collateral Agent or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause any Lender (iii) shall be limited to 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 a single law firm as more than one lead counsel for to the Administrative Agent, the Collateral Agent or any Lender (plus one local counsel in each applicable local jurisdiction and one additional law firm as specialty counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as specialapplicable specialty) and, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such an actual or potential conflict of interest interest, one additional counsel per affected party in connection with the enforcement or protection of its rights and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedremedies.

Costs and Expenses. (a) The Borrower Participant shall indemnify and keep IFC indemnified against, and promptly upon demand by IFC pay to IFC, its pro rata share (i) all in the same proportion as the Relevant Participation bears to the whole of the B Loan), of any liabilities, costs, damages and reasonable out of pocket expenses incurred by IFC in respect of the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), B Loan in connection with the syndication implementation or enforcement of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this IFC Investment Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendmentsother agreement with the Company, modifications or waivers the Project Funds Agreement or the Security, or the protection or preservation of the provisions hereof rights thereunder or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with any matter arising therefrom and against any sums in respect of the issuanceB Loan which IFC may be required to pay to any person thereunder (and which are not the result of IFC's own gross negligence or willful misconduct). IFC acknowledges, amendmenthowever, renewal or extension that it will seek reimbursement of any Letter such costs and expenses from the Company in the first instance (without being under any obligation to commence legal proceedings or take any other action beyond making demand for such reimbursement), that any monies received from the Company will be allocated pro rata to costs and expenses attributable to the A Loan and the B Loan, and that it will only ask the Participants for reimbursement of Credit a pro rata share of such costs and expenses if and to the extent that the Company does not reimburse the full amount of such costs and expenses to IFC. Any request for reimbursement will provide reasonable details of the costs and expenses involved. (b) Without prejudice to the foregoing, IFC shall be entitled, before exercising any discretion or performing any duties in respect of the B Loan under this Agreement, the IFC Investment Agreement, or any demand for payment thereunder and (iii) all out of pocket expenses incurred other agreement with the Company or the Project Funds Agreement or the Security to be indemnified by the Administrative Agent, Participants (pro rata to the participation in the B Loan of each of the Participants) against any Lender or any L/C Issuer liability directly resulting from such exercise on such terms as IFC may reasonably require. (including c) Any costs and/or expenses which apply to the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement preservation or protection of its rights (A) in connection with this Agreement both the A Loan and the other B Loan Documents, including its and their respective 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 which arise in respect of such Loans or Letters of Credit, provided that both the Borrower’s obligations to pay or reimburse for legal fees A Loan and expenses pursuant to this clause (iii) the B Loan shall be limited allocated pro rata between the A Loan and the B Loan; and the Participants shall bear their respective shares of the portion allocated to the reasonable B Loan, as provided in subsections (a) and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedb) above.

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

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

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

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

Costs and Expenses. Except as otherwise agreed to by the parties hereto, the costs and expenses (including the fees and disbursements of counsel and accountants) of the Collateral Manager and of the Issuer incurred in connection with the negotiation and preparation of and the execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the Issuer. The Borrower shall Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in connection with the services provided by the Collateral Manager under this Agreement, the Indenture or the Master Loan Sale Agreement, including with respect to (ia) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Collateral Manager (on behalf of the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the Assets, (c) all reasonable out taxes, regulatory and governmental charges (not based on the income of pocket the Collateral Manager), insurance premiums or expenses, (d) any and all costs and expenses incurred in connection with the acquisition or disposition of investments on behalf of the Issuer (whether or not actually consummated) and management thereof, including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to the Rating Agencies, (f) any extraordinary costs and expenses incurred by the Administrative Agent Collateral Manager in the performance of its obligations under this Agreement and its Affiliates the Indenture and (g) as otherwise agreed upon by the Issuer and the Collateral Manager. In addition, the Issuer will pay or reimburse the costs and expenses (including MLPFS and including the reasonable fees, charges fees and disbursements of counsel for and accountants) of the Administrative Agent, Collateral Manager and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Issuer incurred in connection with or incidental to the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration entering into of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal amendment thereof. The fees and expenses pursuant to this clause (iii) shall be limited payable to the reasonable and documented legal fees and expenses Collateral Manager on any Payment Date are payable in accordance with the Priority of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedPayments.

Costs and Expenses. (a) In addition to the rights of indemnification granted to the Indemnified Parties under ARTICLE X hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and out-of-pocket expenses of one primary counsel and such other local or special counsel as may be necessary for the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith. (b) The Borrower shall pay on the Payment Date following receipt of a request therefor, all other costs and expenses that have been invoiced at least two (i2) all reasonable out of pocket expenses Business Days prior to such Payment Date and incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable feesSecured Parties, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in each case in connection with the syndication periodic audits of the credit facilities provided for hereinFS/KKR Parties’ books and records, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitationCollateral, the administration of any assignment under Section 10.06 that is determined to be void ab initio) Underlying Instruments, and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that information contained in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation Borrowing Base Certificates and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedPayment Date Reports.

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

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

Costs and Expenses. The In addition to the rights of indemnification granted under Section 10.01 hereof, and subject to any limitations set forth in the Lender Fee Letter or any other written agreement between Borrower shall and the applicable Secured Party, the Borrower agrees to pay (i) on demand all reasonable out of pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Indemnified Party in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, any Asset Purchase Agreement (and the other Transaction Documents, including, without limitation, (i) the administration of any assignment under Section 10.06 that is determined to be void ab initio) reasonable fees and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection Conduit Lenders, the Funding Agents, the Committed Lenders and their respective Affiliates with respect thereto and with respect to advising the enforcement or protection of its Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders and their respective Affiliates as to their rights (A) in connection with this Agreement and the other Loan Documents, including its rights remedies under this SectionAgreement, (ii) all rating agency fees, (iii) all reasonable fees and expenses associated with any audits and other due diligence conducted by the Administrative Agent prior to the Closing Date, (iv) any amendments, waivers or consents under the Transaction Documents and (Bv) to the extent not included in the CP Rate for any Conduit Lender, all reasonable costs incurred by such Conduit Lender to open and maintain accounts in Local Currencies in connection with the Loans made or Letters of Credit issued by it hereunder. In addition, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations Borrower agrees to pay or reimburse for legal on demand all costs and expenses (including reasonable counsel fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses expenses), of a single law firm as counsel for the Administrative Agent Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders and one additional law firm as counsel for all other such partiestheir respective Affiliates, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist incurred in connection with such legal representation and such Person advises the Borrower of such actual enforcement of, or potential conflict of interest and engages its own separate counselany dispute, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid work-out, litigation or reimbursedpreparation for litigation involving, this Agreement or any other Transaction Document.

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

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

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

Costs and Expenses. The Borrower shall Company agrees (a) to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent for all reasonable and its Affiliates (including MLPFS documented out-of-pocket costs and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery and administration syndication of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Company shall only be responsible for the reasonable documented out-of-pocket fees and disbursements of one primary counsel to the Administrative Agent and the Lenders, (iiand, if reasonably necessary, one regulatory counsel and one local counsel in each jurisdiction the laws of which govern any of the Loan Documents or in which the Company or any of its Subsidiaries is organized or owns property or assets (a “Relevant Jurisdiction”)), and, solely in the case of any actual or potential conflict of interest as determined by the Administrative Agent or Lender affected by such conflict, the Administrative Agent’s or such ▇▇▇▇▇▇’s own firm of counsel (and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction to such affected Administrative Agent or Lender), (b) to pay or reimburse all reasonable out of and documented out-of-pocket expenses incurred by each the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) to pay or reimburse the Administrative Agent and each Lender for all out documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing and recording charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement Agent and the cost of independent public accountants and other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for outside experts retained by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLender.

Costs and Expenses. The Borrower Any action taken by any Pledgor under or with respect to any Notes Document, even if required under any Notes Document or at the request of the Noteholder Collateral Agent, shall be at the expense of such Pledgor, and neither the Noteholder Collateral Agent nor any other Secured Party shall be required under any Notes Document to reimburse any Pledgor therefor except as expressly provided therein. In addition, each Pledgor agrees to pay or reimburse upon demand (ia) the Noteholder Collateral Agent and each Related Person thereof for all reasonable out of pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements each of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)them, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification of any term of or termination of, any Notes Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement (includingany transaction contemplated therein, without limitation, in each case including Attorney Costs to the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)Noteholder Collateral Agent, (iib) the Noteholder Collateral Agent and each Related Person thereof for all reasonable out of pocket costs and expenses incurred by each L/C Issuer of them in connection with internal audit reviews, field examinations and examinations of Collateral (which shall be reimbursed, in addition to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid examiners, at the per diem rate per individual charged by the Noteholder Collateral Agent for its examiners) and (c) the Noteholder Collateral Agent and each Related Person thereof for all costs and expenses incurred by each of them in connection with (i) any refinancing or reimbursedrestructuring of the Notes Obligations in the nature of a “work out,” (ii) the enforcement or preservation of any right or remedy under any Notes Document, any Notes Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Pledgor, Notes Document, or Notes Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including Attorney Costs.

Costs and Expenses. (a) The Borrower shall agrees to pay (i) on demand to the Banks all reasonable out of pocket costs and expenses incurred by the Administrative Agent Banks including, without limitation, reasonable attorneys' and its Affiliates consultants' fees (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), i) in connection with the syndication enforcement of this Agreement or any instrument or agreement required hereunder or in connection with any proposed refinancing or restructuring of the credit facilities provided in this Agreement in the nature of a "work-out" and (ii) for hereinall stamp, registration and other duties and imposts to which this Agreement and any instrument or agreement required hereunder may be subject. The Borrower agrees to pay or to reimburse the Agent upon demand for reasonable attorneys' fees and other expenses incurred in connection with the preparation, negotiation, execution, delivery drafting and administration negotiation of this Agreement Agreement, the Notes, and the Loan Documents, any amendments, consents, or waivers hereto or thereto. The Borrower shall indemnify the Banks against any and all liabilities and penalties resulting from any delay in payment, or failure to pay, any such duties and imposts upon written notice from the Banks that such amounts have been assessed. (b) Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the administration reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee at any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents time in connection with any investigative, administrative or any amendments, modifications or waivers of the provisions hereof or thereof judicial proceeding (whether or not the transactions contemplated hereby or thereby such Indemnitee shall be consummated), (iidesignated a party thereto) all reasonable brought or threatened relating to or arising out of pocket expenses incurred by each L/C Issuer in connection with the issuanceLoan Documents, amendment, renewal any actual or extension proposed use of any proceeds of the Loans or the Letter of Credit Advances, any transactions relating to any of the foregoing, any act or omission of Borrower or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender Guarantor or any L/C Issuer (including the fees, charges and disbursements environmental liability of Borrower or any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, Guarantor; provided that no Indemnitee shall have the Borrower’s obligations right to pay be indemnified hereunder for such Indemnitee's own gross negligence or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses willful misconduct as determined by a court of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedcompetent jurisdiction.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit. The foregoing costs and expenses shall include all search, provided that the Borrower’s obligations to pay or reimburse for legal filing, recording, appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for incurred by the Administrative Agent or any Lender and one additional law firm as counsel for the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.04 shall be payable within thirty (30) days after demand. The agreements in this Section shall survive the termination of the Commitments and repayment of all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

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

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

Costs and Expenses. The Borrower shall pay (i) on demand all reasonable out of fees and out-of-pocket expenses incurred by the Administrative Agent (and its Affiliates Affiliates), (including MLPFS a) in connection with the preparation, execution, delivery, administration, modification and including amendment of the Loan Documents (other than the reasonable feesfees and out-of-pocket expenses incurred in connection with the preparation, charges execution and disbursements delivery of the Loan Documents entered into on the Closing Date, which shall be for the account of ALC as separately agreed) including (i) due diligence, collateral review, syndication, transportation, computer, duplication, audit, insurance, consultant, search, filing and recording fees and expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto, subject to any limitations agreed by the Borrower and the Agent, with respect to advising the Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights and interests, under the Loan Documents and Lease Documents, (b) in connection with wire transfers to be made by the Agent in connection with the distribution of proceeds under this Agreement and (c) in connection with any amendment, refinancing, modification, supplement (or, if related to a request by the Borrower, any Aircraft Subsidiary, the Servicer or any Lessee, interpretation), or waiver under any of the Notes or other Loan Documents and Lease Documents requested by the Borrower whether or not such amendment, refinancing, modification, supplement, interpretation or waiver is obtained or becomes effective or by the Agent if such amendment, refinancing, modification, supplement, interpretation or waiver becomes effective, and in connection with the consideration of any potential, actual or proposed restructuring or workout of the transactions contemplated hereby or by any other Loan Document. Each Lender, other than Agent in its capacity as Lender, shall be responsible for its own costs and expenses incurred in connection with any of the matters set forth in clause (a) above or as otherwise may be agreed. The Borrower shall pay on demand all reasonable filing fees and reasonable attorneys’ fees and expenses incurred by the Agent, all reasonable fees and expenses of special FAA, International Registry or other Aviation Authority counsel (and other local counsel retained reasonably engaged by the Administrative Agent), but not any other separate counsel to as the Arrangers or the Lenders)case may be, in connection with the syndication preparation and review of each Security Document, the Assignment and Assumption Agreements and the other Loan Documents and Lease Documents from time to time entered into or reviewed pursuant to this Agreement and all documents related thereto, the search of aircraft title and conveyance records, the recordation, filing for recordation or registration of documents with the FAA, the International Registry or other applicable Aviation Authority, reasonable appraisal fees and the making of the credit facilities provided for hereinAdvances hereunder, whether or not any Transfer Date or other transaction contemplated hereby closes. In addition, the preparation, negotiation, execution, delivery Borrower shall pay on demand all reasonable out-of-pocket fees and administration of this Agreement expenses (including, without limitation, reasonable attorneys’ fees and expenses; provided that the administration of any assignment under Section 10.06 that is determined to Borrower shall only be void ab initio) liable for attorneys’ fees and expenses for one law firm for both the Agent and the Lenders unless the Agent or a Lender reasonably believes that it has rights or interests different from the other Loan Documents Lenders or any amendmentsthe Agent, modifications if applicable, or waivers representing both the Agent and/or Lenders could create, in the reasonable opinion of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the feestheir counsel, charges a conflict of interest for such law firm, in which case such Lender’s or Agent’s separate attorneys’ fees and disbursements expenses shall be indemnified) and fees and expenses of any counsel for expert witnesses incurred by the Administrative Agent, any Lender or Agent and the L/C Issuer) Lenders in connection with the enforcement or and protection of its the rights (A) in connection with this Agreement of the Agent and the other Protected Parties under any of the Loan DocumentsDocuments and any amendments thereto and waivers thereof and any Servicer Replacement Event, Facility Default, Facility Event of Default or Amortization Event, including its rights the performance by the Agent or the Lenders of any act the Borrower has covenanted to do under this Sectionthe Loan Documents to the extent the Borrower fails to comply with any such covenant. The Borrower shall pay the costs and expenses of all Independent Appraisals, or (B) unless specifically provided otherwise herein. The Borrower shall pay all fees and expenses in connection with the Loans made or Letters of Credit issued hereunder, Depository Agreement including all such out fees (including the Depositary’s annual fee pursuant to Section 5.06 of pocket the Depository Agreement), expenses incurred during and any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that indemnity payments to the Borrower’s obligations to pay or reimburse for legal Depositary and all fees and expenses pursuant in creating, maintaining and administrating the Depository Accounts. If any jurisdiction in which an Aircraft is registered, operated or located, from time to this clause (iii) shall be limited to time, requires the reasonable and documented legal fees and expenses payment of a single law firm as counsel for stamp tax, fee or its equivalent in order to perfect the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that Collateral Agent’s security interest in the case where any such Person determines in good faith that a conflict of interest does Leases or may exist in connection with such legal representation and such Person advises otherwise to allow the Agent to realize upon the Collateral, the Borrower shall pay the amount of such actual stamp tax, fee or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedequivalent.

Costs and Expenses. The Borrower (a) Owner shall pay all properly incurred costs and expenses of performing the Transitional Services, including without limitation the applicable costs and expenses listed on Schedule 5.01 to the extent in the budget contained in the Approved Transition Plan, and all costs and expenses (whether or not on Schedule 5.01) approved by Owner and incurred during the Transition Period. Acting on behalf of Owner as agent, Operator shall incur expenses during the Transition Period only to the extent the nature and amount of such costs and expenses are included in the Approved Transition Plan or are otherwise approved by Owner. Payment of such expenses shall be made by Owner within thirty (30) days of Operator's submission of an invoice therefor; provided, however, that Owner may defer payment until the Operating Period Commencement Date set forth in the notice by Owner pursuant to Section 3.02. (b) Subject to the provisions of this Section 5.01(b), Owner shall pay all properly incurred costs and expenses of performing the O&M Services (collectively, the "O&M Expenses"), including without limitation the costs and expenses listed on Schedule 5.01. Acting on behalf of Owner as agent, Operator shall incur O&M Expenses only to the extent the nature and amount of such costs and expenses (i) all reasonable out of pocket expenses are included within the Approved Operating Budget (it being agreed that Operator may exceed the budget amount for any line item so long as the overall budget amount has not been exceeded) or are otherwise approved by Owner, (ii) are incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration performance of any assignment under Section 10.06 that is determined to be void ab initioUnscheduled Maintenance as approved in writing by Owner, or (iii) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses are incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand an emergency as provided under Section 4.04 hereof. Operator shall be responsible for payment thereunder and (iii) paying all out of pocket expenses not incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection accordance with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters Agreement. Payment of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) O&M Expenses by Owner shall be limited to made from the reasonable and documented legal fees and expenses of a single law firm O&M Operating Account, which is more particularly described in Section 5.03. Except as counsel for the Administrative Agent and one additional law firm as counsel for all other such partiesspecifically provided herein, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions)Operator shall not incur on Owner's behalf any O&M Expenses. All O&M Expenses, except that the Labor Costs of Operator's personnel, the cost of services provided by Operator's Affiliates and items purchased with ▇▇▇▇▇ cash, shall be incurred in the case where any such Person determines in good faith that a conflict name of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedOwner.

Costs and Expenses. The Borrower Subject to any and all limitations and restrictions on the obligation of the Loan Parties to pay fees, costs and expenses contained elsewhere in this Agreement or any other Loan Document, the Loan Parties, jointly and severally, shall pay (ia) all reasonable out of pocket expenses incurred by to the Administrative Agent and its Affiliates on demand all reasonable out-of-pocket costs, expenses (including MLPFS and including the all reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), filing fees and taxes paid or payable in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery delivery, recording, syndication, and administration of this Agreement (includingAgreement, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and all other documents related hereto or thereto, including any amendments, modifications supplements or waivers of the provisions hereof or thereof consents which may hereafter be contemplated (whether or not the transactions contemplated hereby executed) or thereby shall be consummated)entered into in respect hereof and thereof, (iib) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, (c) to the Administrative Agent all reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of any counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the collection, liquidation, enforcement and defense of the Obligations and the Administrative Agent’s rights in the Collateral, including, without limitation: (i) all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (ii) costs and expenses and fees for insurance premiums, inspections, appraisal fees and search fees, costs and expenses of Patriot Act compliance, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Blocked Accounts, together with the Administrative Agent’s customary charges and fees with respect thereto; (iii) all costs and expenses of preserving and protecting the Collateral; (iv) costs and expenses paid or actually incurred in connection with obtaining payment of the Obligations, enforcing the Liens of the Administrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Loan Documents or defending any claims made or threatened against the Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters) and (v) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and such Loan Party’s operations, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the Closing Date is $1,000 per person per day) and (d) all reasonable out-of-pocket costs and expenses of the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender) actually incurred 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, Section 14.3 or (Bii) in connection with the Loans made or the Letters of Credit issued hereunder, including all such out of reasonable out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such any Loans or Letters of Credit. Notwithstanding the foregoing, provided that the Borrower’s obligations this Section 14.3 shall not apply to pay Taxes or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local Other Taxes covered by Sections 4.3 or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does 4.5 or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedExcluded Taxes.

Costs and Expenses. The Each Borrower shall promptly upon notice from the Agent pay (i) all reasonable out out-of-pocket costs and expenses of pocket expenses incurred by the Administrative Lenders, the Operating Lenders, the Agent and its Affiliates (the Lead Arrangers, including MLPFS and including the reasonable fees, charges and disbursements travel expenses of counsel for the Administrative Agent, and The Bank of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)Nova Scotia, in connection with the Documents and the establishment and initial syndication of the credit facilities provided for hereinCredit Facilities, the including in connection with preparation, negotiation, printing, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not any Drawdown has been made hereunder, and also including: (a) the transactions contemplated hereby or thereby shall be consummated), reasonable fees and out-of-pocket costs and expenses of ▇▇▇▇▇▇▇’ Counsel (iion a solicitor-client full indemnity basis) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with respect thereto and with respect to advising the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder Agent and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges Lenders as to their rights and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with responsibilities under this Agreement and the other Loan DocumentsDocuments and (b) any third party service providers in respect of the Platform. Except for ordinary expenses of the Lenders, including its rights under the Operating Lenders and the Agent relating to the day to day administration of this SectionAgreement, or (B) each Borrower further agrees to pay within 30 days of demand by the Agent all reasonable out-of-pocket costs and expenses in connection with the Loans made preparation or Letters review of Credit issued hereunderwaivers, consents and amendments pertaining to this Agreement, and in connection with the establishment of the validity and enforceability of this Agreement and the preservation or enforcement of rights of the Lenders, the Operating Lenders and the Agent under this Agreement and other Documents, including all such out of reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees costs and expenses pursuant sustained by the Lenders, the Operating Lenders and the Agent as a result of any failure by such Borrower to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses perform or observe any of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local its obligations hereunder or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with any action, suit or proceeding relating thereto (whether or not an Indemnified Party is a party or subject thereto), together with interest thereon from and after such legal representation 30th day if such payment is not made by such time. The provisions of this Section shall survive the repayment of the Obligations and such Person advises the Borrower termination of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedTotal Commitments.

Costs and Expenses. The Borrower shall agrees (a) to the extent not paid or reimbursed on or prior to the Amendment and Restatement Date, to pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for or reimburse the Administrative Agent, the Collateral Agent and each Agent-Related Person for all reasonable and documented out-of-pocket costs and expenses of special and local counsel retained by the Administrative Agent, but not the Collateral Agent or any other separate counsel to the Arrangers or the Lenders), Agent-Related Person incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, syndication, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), (ii) and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable out Attorney Costs of pocket expenses incurred by a single U.S. counsel and, if necessary, a single local counsel in each L/C Issuer in connection with the issuancerelevant material jurisdiction, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiib) all out upon presentation of pocket expenses incurred a summary statement, together with any supporting documentation reasonably requested by the Borrower, to pay or reimburse the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Collateral Agent, any Lender or each Agent-Related Person and the L/C Issuer) other Lenders, taken as a whole, promptly following a written demand therefor for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or protection of its rights (A) in connection with remedies under this Agreement and or the other Loan Documents, including its rights under this Section, or Documents (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 workoutlegal proceeding, restructuring including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, one counsel to the Collateral Agent, and one counsel to the Lenders taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail (other than amounts referred to in clause (a) of this Section 10.04, which shall be payable on the Amendment and Restatement Date to the extent invoiced at least three (3) Business Days prior thereto). If any Loan Party fails to pay when due any costs, expenses or negotiations in respect other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for Loan Party by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedsole discretion.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative AgentLender), and shall pay all reasonable fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders)Lender, in connection with the syndication participation of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative AgentLender), any and shall pay all reasonable fees and time charges for attorneys who may be employees of the Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that and (iv) all reasonable out-of-pocket expenses of the Borrower’s obligations Lender's regular employees and agents engaged periodically, in accordance with Section 8.1.5, to pay or reimburse for legal fees perform audits of the Loan Parties' books, records and expenses pursuant to this clause (iii) business properties. Notwithstanding the foregoing, the Borrowers shall be limited 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 the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLoan Party.

Costs and Expenses. The Borrower shall pay Company agrees to pay, promptly upon demand, (i) all reasonable out of pocket expenses incurred by the Administrative fees set forth in the Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)Fee Letter, (ii) all reasonable out of out-of-pocket fees, costs and expenses incurred by each L/C Issuer the Agent and its agents in the preparation, execution, delivery, filing, recordation, administration, continuation or enforcement of this Agreement or any other Transaction Document or any consent, amendment, waiver or other modification relating hereto or thereto, or the transactions contemplated thereby or the exercise of rights or performance of obligations by the Agent thereunder, (iii) all reasonable out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agent incurred in connection with the issuancenegotiation, preparation, closing, administration, continuation, performance or enforcement of this Agreement or any other Transaction Document or any consent, amendment, renewal waiver or extension other modification relating hereto or thereto, or the transactions contemplated thereby or the exercise of any Letter rights or performance of Credit or any demand for payment obligations by the Agent thereunder and any other document or matter requested by Company and (iiiiv) all out of reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and its agents in creating, perfecting, preserving, releasing or enforcing the Agent’s liens on and security interest in the Pledged Collateral, including, in connection with any filing or recording required or permitted hereunder, any filing and recording fees, expenses and taxes, stamp or documentary taxes, and any expenses of any searches reasonably required by the Agent. The Company shall also pay all other claims and charges which in the reasonable opinion of the Agent or the Required Holders is reasonably likely to prejudice, imperil or otherwise affect the Collateral or the security interests therein. The Company will also pay, promptly upon demand, any and all reasonable fees, costs and expenses of the Agent, any Lender or any L/C Issuer (including the reasonable fees, charges expenses and disbursements of its legal counsel and of any counsel auditors, accountants, consultants or appraisers or other professional advisors, experts and agents, which the Agent, for the Administrative Agentbenefit of itself and the Secured Parties, any Lender or the L/C Issuer) Secured Parties may incur in connection with (i) the protection, preservation, satisfaction, foreclosure, collection or enforcement or protection of its rights (A) in connection with the Collateral subject to this Agreement and the security interest therein and lien thereon, (ii) the enforcement of this Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other Loan Documentsrealization upon, including its rights under this Sectionany of the Collateral, or (Biv) in connection with the Loans made exercise or Letters enforcement of Credit issued hereunder, including all such out any of pocket expenses incurred during any workout, restructuring or negotiations in respect the rights of collection of the Secured Parties under the Notes. Such fees shall be paid within fifteen (15) days of submission of a request by the Agent to the Company and the Company shall promptly notify the Agent and the Secured Parties of the payment of such Loans or Letters fees. Each of Credit, provided the parties hereto hereby acknowledges and agrees that the Borrower’s obligations to pay or reimburse for legal fees Agent Fee Letter shall constitute a Transaction Document, and all fees, costs, expenses pursuant to and compensation payable thereunder shall constitute Obligations secured equally and ratably by the Collateral. All of the agreements in this clause (iii) shall be limited to Section 12 will survive and remain operative and in full force and effect regardless of the reasonable and documented legal fees and expenses repayment of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselObligations, the reasonable and documented legal fees and expenses termination of such separate counsel shall also be paid this Agreement or reimbursedthe resignation or removal of the Agent.

Costs and Expenses. The Borrower shall pay agrees (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for to pay or reimburse the Administrative Agent, the Collateral Agent and of special the Lead Arrangers for all reasonable and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), documented out-of-pocket costs and expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (ii) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out of and documented out-of-pocket costs and expenses incurred by each L/C Issuer in connection with the issuanceenforcement, amendmentattempted enforcement, renewal or extension preservation of any Letter rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of Credit or the Obligations and during any demand for payment thereunder legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (iii) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender for all out reasonable and documented out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges Collateral Agent and disbursements the Lead Arrangers and the cost of any counsel for independent public accountants and other outside experts retained by the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement Collateral Agent and the other Loan Documents, including its rights Lead Arrangers. All amounts due under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) Section 11.04 shall be limited to payable within ten Business Days after demand therefor. The agreements in this Section 11.04 shall survive the reasonable termination of the aggregate Commitments and documented legal fees and expenses repayment of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) all reasonable out of pocket expenses incurred by or reimburse the Administrative Agent and its Affiliates (including MLPFS Lenders for all reasonable and including documented out-of-pocket costs and expenses incurred before, on or after the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Closing Date 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, and any amendment, waiver, consent or other modification of the provisions hereof and thereof requested by the Borrower or negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated thereby are consummated), including all Attorney Costs, (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs and other costs and expenses incurred in connection with any workout or restructuring in respect of the Loans and all such costs and expenses incurred during any legal proceeding, including any proceeding in the Chapter 11 Case and (c) without limiting the generality of the foregoing, to pay all reasonable and documented out-of-pocket fees and expenses of any financial advisory, appraisers or accounting firm retained by or for the benefit of the Administrative Agent or Lenders or by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Lenders, including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) fees and the other Loan Documents or any amendments, modifications or waivers expenses of the provisions hereof or thereof (whether or not Financial Advisor. The Borrower’s obligation to pay all such reasonable and documented out-of-pocket costs, expenses and charges includes, without limitation, any such costs, expenses and charges that accrue after any conversion of the transactions contemplated hereby or thereby Chapter 11 Case to proceedings administered under Chapter 7 of the Bankruptcy Code. The foregoing costs and expenses shall be consummated), (ii) include all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuancesearch, amendmentfiling, renewal or extension of any Letter of Credit or any demand for payment thereunder recording and (iii) all out of title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including . The agreements in this Section 10.04 shall survive the fees, charges termination of the Aggregate Commitments and disbursements repayment of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the all other Loan Documents, including its rights Obligations. All amounts due under this SectionSection 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or (B) in connection with the Loans made other amounts payable by it hereunder or Letters of Credit issued hereunderunder any Loan Document, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for Loan Party by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedsole discretion.

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

Costs and Expenses. The Borrower shall Guarantor agrees to pay on demand all reasonable expenses of the Administrative Agent (including the non-duplicative fees and reasonable expenses of counsel (including expenses of in-house counsel) and of local counsel, if any, who may be retained by such counsel) in connection with: (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable feesnegotiation, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, syndication and delivery and administration of the Credit Agreement, this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) Guaranty and the other Loan Documents or Documents, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to the Credit Agreement, this Guaranty or waivers of the provisions hereof or thereof (other Loan Documents as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby shall be are consummated), ; and (ii) the preparation and/or review of the form of any document or instrument relevant to the Credit Agreement, this Guaranty or any other Loan Document. Guarantor further agrees to pay, and to save the Administrative Agent and the Banks, and their respective Affiliates, harmless from all reasonable out liability for, any stamp or other Taxes (other than income taxes of pocket expenses incurred by each L/C Issuer the Administrative Agent or the Banks) which may be payable in connection with the issuanceexecution or delivery of the Credit Agreement, amendmentany Borrowing thereunder, renewal or extension the issuance of any Letter of Credit the Notes, if any, this Guaranty or any other Loan Document. Guarantor also agrees to reimburse the Administrative Agent and each Bank upon demand for payment thereunder all reasonable expenses (including attorneys' fees and (iiilegal expenses) all out of pocket expenses incurred by the Administrative Agent, any Lender Agent or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) such Bank in connection with the enforcement of any Guaranteed Obligations or protection of its rights (A) in connection with this Agreement obligations hereunder and the other Loan Documents, including its rights under this Section, consideration of legal issues relevant hereto and thereto whether or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all not such out of pocket expenses are incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages on its own separate counselbehalf or on behalf of the Banks. All obligations of Guarantor provided for in this Section 7.1 shall survive termination of this Guaranty. Notwithstanding the foregoing, the reasonable and documented legal fees and expenses Administrative Agent or a Bank shall not have the right to reimbursement under this Section 7.1 for amounts determined by a court of such separate counsel shall also be paid competent jurisdiction to have arisen from the gross negligence or reimbursedwillful misconduct of the Administrative Agent or a Bank.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent, Agent and of special and local the Collateral Agent (but only one counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersfor all such Persons together), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and, subject to the last sentence of this clause (a), all costs and expenses of the Approved Third-Party Appraiser, (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative Agent, the Issuing Bank and the Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or the L/C Issuer) conflict of interest arise, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iiiiv) shall be limited to the and all reasonable and documented legal fees 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 a single law firm as counsel the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(E), and the fees, costs and expenses incurred in accordance with Section 7.01(a) of the Guarantee and Security Agreement, in excess of $450,000 in the aggregate incurred for all such fees, costs and expenses (excluding any valuation costs and expenses incurred by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, a result of a regulatory directive) in each appropriate jurisdiction any 12-month period (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsthe “IVP Supplemental Cap”), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower a. Attorney acknowledges and agrees that Attorney shall pay (i) all reasonable out of pocket not be entitled to claim or receive any reimbursement/payment from the County for any law practice-related overhead costs or expenses incurred by Attorney during the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements course of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of rendering legal services under this Agreement (including, without limitation, costs and expenses associated with Attorney’s office, office staff, office equipment/facilities, and/or other office or law practice-related resources). b. The County recognizes, however, that in certain circumstances the administration need may arise for Attorney to incur certain types of any assignment under Section 10.06 that is determined expenses directly related to an indigent person’s case such as private investigator fees, psychological or psychiatric evaluations, interpreter fees, scientific test fees, expert witness fees, and costs of out-of-area travel, meals and lodging. (i) Attorney shall be entitled to receive reimbursement for the actual cost of such out-of-pocket expenditures or may arrange with the ADMINISTRATOR for the service provider (e.g., private investigator, psychologist/psychiatrist, interpreter, testing lab, or expert witness) to be void ab initio) compensated directly by the County provided that, however, Attorney shall not incur any such expense (and the other Loan Documents or shall not direct a service provider to incur any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedexpenses), nor shall Attorney be entitled to be reimbursed or the service provider compensated for any such expense, unless such expense has been pre-approved by the ADMINISTRATOR in writing pursuant to pre-approval process established by the ADMINISTRATOR and promulgated by written policy. Such pre-authorization will state and provide a specific dollar amount for the requested and authorized expenditure; provided that, in the event it is not reasonably possible to state and provide a specific dollar amount for a particular requested expenditure, such pre-authorization may nevertheless provide authorization for the expenditure but shall establish and set forth a maximum dollar expenditure amount. In regard to any reimbursement to Attorney for any ADMINISTRATOR-approved expenditures and costs pertaining to case-related travel, meals, and lodging, any reimbursement to Attorney for such expenditures and costs shall not exceed the locally adjusted amounts that are established and published by the Federal General Services Administration. (ii) In addition to any other prerequisites imposed by court rules, procedures, or standards, as a precondition to Attorney being eligible to be reimbursed or a service provider being eligible to be compensated for an expenditure under paragraph 14.b., either Attorney or the service provider shall be required to submit a claim for reimbursement/compensation to the ADMINISTRATOR that identifies the specific expenditure(s) for which reimbursement is sought (exercising appropriate discretion to protect client confidentiality given that such claims are matters of public record unless sealed by the court at Attorney’s request) and that has attached thereto a copy of the ADMINISTRATOR’s pre-authorization that specifically pre-approved and authorized such expenditure(s) (unless sealed by the court at Attorney’s request) together with attached copies of all reasonable out written payment receipts relating to such incurred expenditure(s) (unless sealed by the court at Attorney’s request). Attorney’s administrative time expended to prepare, submit, and process claims shall not be billable to the County. All payment vouchers and claims for reimbursement/compensation under this paragraph shall be subject to the ADMINISTRATOR’s review and final approval for payment. Attorney shall submit claims for reimbursement to the ADMINISTRATOR within sixty (60) days of pocket expenses incurred by each L/C Issuer in connection with Attorney incurring the issuanceexpense(s) for which reimbursement is sought, amendment, renewal or extension and the County shall have the right to deny payment of any Letter of Credit or any demand for payment thereunder and claim that is not timely submitted within said requisite sixty (iii60) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedday period.

Costs and Expenses. The Borrower shall pay agrees that it will reimburse Bank, upon demand, for all reasonable out-of-pocket costs and expenses incurred by Bank in connection with (i) all reasonable out of pocket expenses incurred by collecting or attempting to collect the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Obligations or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)part thereof, (ii) all reasonable maintaining or defending Bank’s security interests or liens (or the priority thereof), (iii) the enforcement of Bank’s rights or remedies under this Agreement or the Loan Documents, (iv) the preparation or making of any amendments, modifications, waivers or consents with respect to this Agreement or the Loan Documents, and/or (v) any other matters or proceedings arising out of pocket expenses incurred by each L/C Issuer or in connection with the issuanceany lending arrangement between Bank and Borrower, amendmentwhich costs and expenses include without limit payments made by Bank for taxes, renewal insurance, assessments, or extension of any Letter of Credit other costs or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender which Borrower is required to pay under this Agreement or the L/C Issuer) Loan Documents; expenses related to the examination of the Collateral; audit expenses; court costs and reasonable attorneys’ fees (whether in-house or outside counsel is used, whether legal assistants are used, and whether such costs are incurred in formal or informal collection actions, federal bankruptcy proceedings, probate proceedings, on appeal or otherwise); and all other reasonable out-of-pocket costs and expenses of Bank incurred in connection with any of the enforcement foregoing. Borrower further indemnifies Bank, its directors, officers, employees and agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including without limitation all expenses of litigation or protection preparation for litigation whether or not Bank is a party) (collectively, “Losses”) which any of its rights (A) in connection with them are required to pay or incur arising out of or relating to this Agreement Agreement, the Notes, and the other Loan Documents, including its rights the transactions described in this Agreement or the direct or indirect application or proposed application of the proceeds of any Loan, except to the extent that such Losses result from the gross negligence or willful misconduct by the Bank. Any amounts not paid when due under this Section, or (B) Section shall bear interest at the Default Rate until paid. The obligations under this Section shall survive the repayment in connection with full of the Loans made or Letters Obligations and the termination of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedRevolving Commitment.

Costs and Expenses. (a) The Borrower Issuer shall pay all fees and expenses as provided for in each Fee Letter on the day each such fee or expense is stated to be due in such Fee Letter. (ib) The Issuer or Servicer shall pay all reasonable out costs and expenses (including reasonable fees and disbursements of pocket expenses incurred one counsel retained by and acting on the collective behalf of the Deal Agents, the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel Purchasers) subsequent to the Arrangers or the Lenders), Closing Date in connection with the syndication preparation, execution and delivery of any waiver, amendment or consent relating to this Agreement or any of the credit facilities provided for hereinBasic Documents. (c) The Issuer or the Servicer shall pay the reasonable costs and expenses of the Deal Agents, the preparationAdministrative Agent and the Purchasers, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees costs and expenses of a single law firm consulting with one or more persons such as counsel for appraisers, accountants and attorneys, concerning or related to the nature, scope or value of any right or remedy of the Deal Agents, the Administrative Agent and the Purchasers hereunder or under any of the other Basic Documents, including any review of factual matters in connection therewith, which expenses shall include all reasonable fees and disbursements of one additional law firm as counsel for set of each of such types of Persons, retained by and acting on the collective behalf of the Deal Agents, the Administrative Agent and the Purchasers. The Issuer or Servicer shall pay all other such partiesreasonable costs and expenses of the Deal Agents, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist Administrative Agent and the Purchasers in connection with such legal representation prosecuting or defending any claim in any way arising out of, related to, connected with, or enforcing any provision of, this Agreement or any of the other Basic Documents relating to, arising out of or in connection with any breach or alleged breach by the Issuer or the Servicer of its representations, warranties, obligators or covenants hereunder or under any other Basic Document, which expenses shall include the reasonable fees and such Person advises disbursements of one counsel and one set of experts and other consultants retained by and acting on the Borrower collective behalf of such actual or potential conflict of interest and engages its own separate counselthe Deal Agents, the reasonable Administrative Agent and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedthe Purchasers.

Costs and Expenses. The Borrower shall pay (ia) all reasonable out of pocket All costs and expenses incurred by the Administrative Agent Master Servicer in carrying out its duties hereunder, including all fees and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights Mortgage Loans (A) including enforcement of Liquidated Mortgages), shall be paid by the Master Servicer and the Master Servicer shall not be entitled to reimbursement hereunder, except that the Master Servicer shall be reimbursed out of the Liquidation Proceeds of a Liquidated Mortgage for ordinary and necessary Liquidation Expenses incurred by it directly in connection with this Agreement realizing upon the related Mortgaged Property. (b) In addition, the Master Servicer shall pay the cost of (i) the preservation, restoration and the other Loan Documentsprotection of any Mortgaged Property, (ii) any enforcement or judicial proceedings, including its rights under this Sectionforeclosures, or and (Biii) the management and liquidation of a Mortgaged Property acquired in satisfaction of the related Mortgage Loan. Such expenditures may include costs of collection efforts, reappraisals when a Mortgage Loan is past due, legal fees in connection with foreclosure actions, advancing payments on the Loans made related senior mortgages, if any, acquiring the related senior mortgage(s), if any, advances of delinquent property taxes, upkeep and maintenance of the Mortgaged Property if it is acquired through foreclosure, and similar types of expenses. Each such expenditure constitutes a "Servicing Advance." The Master Servicer shall be obligated to make the Servicing Advances incurred in the performance of its servicing obligations only if it determines (i) that such actions will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable to it as described in clause (c) of this Section 5.08. (c) The Master Servicer shall be entitled to recover Servicing Advances to the extent permitted by the related Mortgage Loan or, if not theretofore recovered from the Mortgagor on whose behalf such Servicing Advance was made, from Liquidation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Master Servicer from the Mortgagor or Letters of Credit issued hereunder, including all such otherwise relating to the Mortgage Loan. Servicing Advances shall be reimbursable to the Master Servicer from the sources described above out of pocket expenses incurred during any workout, restructuring or negotiations the funds on deposit in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses Certificate Account pursuant to this clause (iii) shall be limited Section 8.02(c), such right of reimbursement being prior to the reasonable and documented legal fees and expenses rights of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction Certificateholders to receive any related Liquidation Proceeds (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsincluding Insurance Proceeds), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender Agent or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgent or any Lender, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iii) and all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be limited to responsible for the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Sections 5.06(b) and one additional law firm as counsel for all other such parties5.12(b)(iii) in excess of (i) the greater of (x) $200,000 or (y) .05% of the Total Commitments minus (ii) reimbursement of fees, taken togethercosts and expenses of the Revolving Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) of the Revolving Credit Facility, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Agent, and its Affiliates (including MLPFS and Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Financing Agreements or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender Agent or any L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agentcounsel, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsFinancing Agreements, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof. Without limiting the foregoing, the Borrower shall pay all costs, expenses, filing fees incurred and taxes paid or payable for which Borrower is responsible in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of such Loans the Obligations, Lenders’ rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or Letters thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all costs and expenses paid or incurred of Credit, provided that the Borrower’s obligations to pay filing or reimburse for legal recording (including PPSA financing statement and other similar filing and recording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (b) all insurance premiums, appraisal fees and search fees paid or incurred; (c) costs and expenses pursuant to this clause (iii) shall be limited to paid or incurred in respect of remitting loan proceeds, collecting cheques and other items of payment, and establishing and maintaining the Blocked Accounts, if any, and the Payment Accounts, together with Lenders’ reasonable and documented legal customary charges and fees with respect thereto; (d) reasonable costs and expenses paid or incurred in respect of preserving and protecting the Collateral; (e) reasonable costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Lenders, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against the Administrative Agent arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (f) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and each Operating Company’s operations, plus a single law firm as counsel per diem charge at the rate of $1,200 per person per day for the Administrative Agent Agent’s examiners in the field and office; provided that one additional law firm as counsel for all other such parties(and up to three (3) during any period a Trigger Event is continuing) field examination only may be conducted per year unless an Event of Default exists and, taken togetherif an Event of Default exists, in each appropriate jurisdiction the Administrative Agent’s discretion; and (which may include a single law firm as special, local or foreign g) the reasonable fees and disbursements of counsel acting in multiple jurisdictions), except that in (including legal assistants) to the case where any such Person determines in good faith that a conflict of interest does or may exist Administrative Agent in connection with such legal representation any of the foregoing. All amounts due under this Section and such Person advises Section 5 shall be payable promptly after demand therefor. A certificate of the Administrative Agent setting forth the amount or amounts owing to the Administrative Agent, any Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedprima facie evidence thereof absent manifest error.

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

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Collateral Agent, but not any other separate counsel to the Arrangers or the Lenders), Lenders and their respective Affiliates in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents Documents, 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 the reasonable fees, charges and disbursements of one primary counsel for the Agents and, if necessary, the reasonable and documented fees, charges and disbursements of and one local counsel to the Agents in each appropriate jurisdiction, and one primary counsel for the Lenders, taken as a whole, and, if necessary, the reasonable and documented fees, charges and disbursements of one local counsel to the Lenders, taken as a whole, in each appropriate jurisdiction, (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person) and (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder costs and (iii) all out of pocket expenses incurred by the Administrative Agent, any the Collateral Agent and each Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its any rights (A) in connection with and remedies under this Agreement and the other Loan Documents, including its rights all such costs and expenses incurred during any legal proceeding, including any proceeding under this Sectionany Debtor Relief Law, or (B) and including in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthe Credit Facilities and the Loan Documents, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to including the reasonable fees, charges and documented legal fees and expenses disbursements of a single law firm as one primary counsel for the Administrative Agent and one additional law firm as counsel for all other such partiesAgents and, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselif necessary, the reasonable and documented legal fees fees, charges and expenses disbursements of and one local counsel to the Agents in each appropriate jurisdiction, and one primary counsel for the Lenders, taken as a whole, and, if necessary, the reasonable and documented fees, charges and disbursements of one local counsel to the Lenders, taken as a whole, in each appropriate jurisdiction, (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such separate conflict and thereafter retains its own counsel, of another firm of counsel shall also be paid or reimbursedfor such affected person).

Costs and Expenses. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the fees and reasonable out-of-pocket expenses of counsel for the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent (on behalf of the Lenders), the Collateral Agent or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith. (b) Without duplication of other amounts payable by the Borrower under Section 2.15, the Borrower shall pay on demand any and all stamp, court or documentary, recording, filing and other similar taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of a participation, designation of a new office for receiving payments by or on account of the Borrower or other transfer (all such non-excluded Taxes, "Other Taxes"). (c) The Borrower shall pay on demand all other costs and expenses (iother than Taxes, which are otherwise payable pursuant to Section 2.15) incurred by the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian ("Other Costs"), including, without limitation, all reasonable out of pocket travel costs and expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements on behalf of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection periodic audits of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees 's books and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedrecords.

Costs and Expenses. The In addition to the rights of indemnification granted under Section 12.01 hereof, the Borrower shall agrees to pay promptly (ia) all of each Credit Party’s and the Administrative Agent’s actual and reasonable out out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all the actual and reasonable out-of-pocket fees, expenses and disbursements of counsel to each Credit Party and Administrative Agent in connection with the negotiation, preparation, execution and administration of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower; (c) all the actual costs and reasonable out-of-pocket expenses of creating and perfecting security interests in favor of the Administrative Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Credit Party and Administrative Agent; (d) all of each Credit Party’s and Administrative Agent’s actual costs and reasonable out-of-pocket fees, expenses for, and disbursements of any of such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees incurred by each Credit Party and the Administrative Agent Agent; (e) all the actual costs and its Affiliates reasonable expenses (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the appraisers, consultants, advisors and agents employed or retained by Administrative Agent, any Lender or the L/C IssuerAgent and its counsel) in connection with the enforcement custody or protection preservation of its rights any of the Collateral; and (Af) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or an Event of Default, all actual and reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Credit Party, Administrative Agent and Lenders in connection with this Agreement and enforcing any Borrower Obligations of or in collecting any payments due from any DSG Party hereunder or under the other Loan DocumentsTransaction Documents by reason of such Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or Event of Default (including its rights under this Section, or (B) in connection with the Loans made sale of, collection from, or Letters other realization upon any of Credit issued hereunder, including all such out the Collateral or the enforcement of pocket expenses incurred during any workout, restructuring the Transaction Documents) or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises any refinancing or restructuring of the Borrower credit arrangements provided hereunder in the nature of such actual a “work out” or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid pursuant to any insolvency or reimbursedbankruptcy cases or proceedings.

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

Costs and Expenses. The Borrower shall agrees to pay on demand (a) all reasonably out-of-pocket costs and expenses incurred by the Administrative Agent (or any of its Affiliates) in connection with the preparation, execution, delivery, due diligence, administration, modification and amendment of this Agreement, the Notes and the other Credit Documents, including, without limitation, legal fees and disbursements, accounting fees, and the costs of any third-party diligence materials; (b) all out-of-pocket costs and expenses incurred by the Administrative Agent (or any of its Affiliates) in connection with (i) monitoring the Borrower’s and the Parent’s ongoing performance of and compliance with Borrower’s and Parent’s agreements and covenants contained in this Agreement and the other Credit Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements, (ii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Credit Documents and any other documents or matters relating hereto. In addition, the Borrower agrees to pay on demand (x) all reasonable out of out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates each Lender (including MLPFS and including the reasonable fees, charges and disbursements or any of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), their Affiliates) in connection with enforcing or preserving any rights, in response to third party claims or the syndication prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting the credit facilities provided for hereinBorrower, the preparationParent, negotiationthe Guarantors, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and or the other Loan Documents or any amendmentsCredit Documents, modifications or waivers of the provisions hereof or thereof and (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiy) all reasonable out of actual-of-pocket costs and expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiincluding attorney’s fees) all out of pocket expenses incurred by the Administrative Agent, any Agent and each Lender (or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuertheir Affiliates) in connection with the enforcement of any obligations of the Borrower, or protection of its rights (A) in connection with this Agreement and a Default by the other Loan Borrower, under the Credit Documents, including its rights under this Sectionany actual or attempted refinancing, restructuring, settlement or workout and any insolvency or bankruptcy proceedings (B) in connection with including any applicable transfer taxes). Without limiting the Loans made or Letters foregoing, the Borrower shall pay all costs, expenses and fees of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for each Lender resulting from Defaults or reasonably imminent Defaults or requests by the Borrower and, with respect to requests by the Borrower or during the continuance of a Default or Event of Default, the costs of all other such parties, taken together, in each appropriate jurisdiction property inspections and/or appraisals (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsany updates to any existing inspection or appraisal), except that in the case where any such Person determines in good faith that Administrative Agent may be required to obtain due to a conflict request by Borrower or the occurrence of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimburseda Default.

Costs and Expenses. The Any action taken by any Borrower under or with respect to any Loan Document, even if required under any Loan Document or at the request of Term Agent or Required Lenders, shall be at the expense of such Borrower, and neither Term Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Borrower or any Subsidiary of any Borrower therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand: (ia) Term Agent for all fees, disbursements, out-of-pocket costs and expenses (including reasonable out of pocket expenses travel expenses) incurred by the Administrative Agent and it or any of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Related Persons in connection with the syndication investigation, development, preparation, documentation, negotiation, syndication, execution, interpretation, monitoring or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation, monitoring and administration of any transaction contemplated herein or therein, in each case including Attorney Costs of Term Agent, background checks and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits, field examinations, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained in Section 4.9, (c) Term Agent and each Term Lender and their respective Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit facilities arrangements provided for hereinhereunder in the nature of a “work-out”, (ii) the preparationenforcement, negotiationprotection or preservation of any right or remedy under any Loan Document, executionany Obligation, delivery and administration of this Agreement with respect to the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect, or enforce the administration Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any assignment under Section 10.06 that is determined other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to be void ab initio) any Borrower, any Subsidiary of any Borrower, Loan Document, Obligation or related transaction (or the response to and the other Loan Documents preparation for any subpoena or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedrequest for document production relating thereto), including Attorney Costs of Term Agent, and (iid) fees and disbursements of Attorney Costs of one (1) law firm on behalf of all reasonable out of pocket expenses Term Lenders (in addition to Attorney Costs for Term Agent) incurred by each L/C Issuer in connection with any of the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) matters referred to in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiic) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedabove.

Costs and Expenses. The Any action taken by any Borrower under or with respect to any Loan Document, even if required under any Loan Document or at the request of Term Agent or Required Lenders, shall be at the expense of such Borrower, and neither Term Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Borrower or any Subsidiary of any Borrower therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand: (ia) Term Agent for all reasonable out of and documented fees, disbursements, out-of-pocket costs and expenses (including reasonable travel expenses) incurred by the Administrative Agent and it or any of its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Related Persons in connection with the syndication investigation, development, preparation, documentation, negotiation, syndication, execution, interpretation, monitoring or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation, monitoring and administration of any transaction contemplated herein or therein, in each case including Attorney Costs of Term Agent, background checks and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits, field examinations, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained in Section 4.9, (c) Term Agent and each Term Lender and their respective Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit facilities arrangements provided for hereinhereunder in the nature of a “work-out”, (ii) the preparationenforcement, negotiationprotection or preservation of any right or remedy under any Loan Document, executionany Obligation, delivery and administration of this Agreement with respect to the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect, or enforce the administration Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any assignment under Section 10.06 that is determined other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to be void ab initio) any Borrower, any Subsidiary of any Borrower, Loan Document, Obligation or related transaction (or the response to and the other Loan Documents preparation for any subpoena or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedrequest for document production relating thereto), including Attorney Costs of Term Agent, and (iid) fees and disbursements of Attorney Costs of one (1) law firm on behalf of all reasonable out of pocket expenses Term Lenders (in addition to Attorney Costs for Term Agent) incurred by each L/C Issuer in connection with any of the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) matters referred to in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiic) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedabove.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of reasonable, documented and out-of-pocket costs and expenses actually incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable reasonable, documented and out-of-pocket fees, charges and disbursements of up to one outside counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause (a), all reasonable, documented and out-of-pocket costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of and documented out-of-pocket expenses fees, costs and expense incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of documented and out-of-pocket expenses actually incurred by the Administrative Agent, any Lender the Issuing Bank or any L/C Issuer (Lender, including the reasonable, documented and out-of-pocket fees, charges and disbursements of any one outside counsel for the Administrative Agent and the Collateral Agent, any Lender or taken as a whole, and one additional counsel for the L/C Issuer) Lenders, taken as a whole, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented and out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable, documented and out-of-pocket costs, expenses, taxes, assessments and other charges actually incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. Unless an Event of CreditDefault has occurred and is continuing, provided that the Borrower’s obligations to pay or reimburse Borrower shall not be responsible for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Sections 5.06(b) and one additional law firm as counsel for all other such parties, taken together5.12(b)(iii) in excess of the greater of (x) $200,000 or (y) .05% of the Total Commitments, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with any Swingline Loan and (iv) all documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, the Swingline Lender or any L/C Issuer (Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank, the Swingline Lender or the L/C Issuer) any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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, thereof (provided that the Borrower’s obligations to pay or reimburse for legal fees such costs of counsel and expenses pursuant to this clause (iii) other professionals shall be limited to the reasonable one counsel and documented legal fees and expenses of a single law firm as counsel one professional for the Administrative Agent Agent, the Issuing Bank, the Swingline Lender or the Lenders taken as a whole (and in the case of a conflict of interests among or between the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender, one additional law firm counsel to each affected party and, if necessary, one local counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender taken as counsel for all other such parties, taken together, a whole in each appropriate jurisdiction jurisdiction)) and (which may include a single law firm as specialiv) all costs, local or foreign counsel acting in multiple jurisdictions)expenses, except that in the case where any such Person determines in good faith that a conflict of interest does or may exist taxes, assessments and other charges incurred in connection with such legal representation and such Person advises the Borrower any filing, registration, recording or perfection of such actual any security interest contemplated by any Security Document or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedany other document referred to therein.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent, Agent and of special and local the Collateral Agent (but only one counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersfor all such Persons together), in connection with the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of and documented out-of-pocket expenses incurred by each L/C Issuer any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and thereunder, (iii) all out of reasonable documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender Issuing Bank or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any one outside counsel for the Administrative AgentAgent and each Issuing Bank as well as one outside counsel for the Lenders and additional counsel should any conflict of interest arise, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iiiiv) shall be limited to the and all reasonable and documented legal fees 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; provided that, notwithstanding the foregoing and anything to the contrary in any Loan Document, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of a single law firm as counsel the Administrative Agent, the Collateral Agent, any Lender and any of their respective Affiliates (including, but not limited to, their legal fees) in excess of $100,000 in the aggregate on the Effective Date. Unless an Event of Default has occurred and is continuing the Borrower shall not be responsible for the Administrative Agent and one additional law firm as counsel reimbursement for all other such partiesany fees, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F)2 in excess of the greater of (x) $100,000 and (y) 0.05% of the Commitments in the aggregate incurred for all such separate counsel shall also be paid or reimbursedfess, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

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

Costs and Expenses. The Borrower shall agrees to pay or reimburse each of the Agents and the Lenders for: (i) all reasonable out and documented out-of-pocket costs and expenses of pocket the Agents and the Lenders (including the reasonable fees and expenses incurred by of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, New York counsel to the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Collateral Agent, and of special and local counsel retained experts engaged by the Administrative Agent, but not any other separate counsel to the Arrangers Agents or the Lenders), Lenders from time to time) in connection with (A) the syndication of the credit facilities provided for hereinnegotiation, the preparation, negotiation, execution, delivery and administration performance of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Financing Documents or any amendments, modifications or waivers and the extension of the provisions hereof or thereof credit under this Agreement (whether or not the transactions transaction contemplated hereby or and thereby shall be consummated)) (provided, that, the Borrower shall not be required to pay or reimburse the Agents and the Lenders under this clause (i)(A) for costs and expenses in an amount in excess of the expense budget previously agreed upon by the Borrower and the Administrative Agent) or (B) any amendment, modification or waiver of any of the terms of this Agreement or any other Financing Documents, (ii) all reasonable out and documented out-of-pocket costs and expenses of pocket the Lenders (including payment of the fees and reimbursements provided for herein) and the Agents (including reasonable and documented outside counsels’ fees and expenses incurred by each L/C Issuer and reasonable and documented outside experts’ fees and expenses) in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting from such Default or Event of Default or in connection with the issuance, amendment, renewal or extension negotiation of any Letter restructuring or “work-out” (whether or not consummated) of Credit the obligations of any Loan Party under this Agreement or the obligations of any demand for payment thereunder Material Counterparty under any other Financing Document or Material Agreement and (B) the enforcement of this Section 10.03 or the preservation of their respective rights, (iii) all out costs, expenses, Taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of pocket expenses incurred any security interest contemplated by the Administrative Agent, any Lender Security Document or any L/C Issuer other document referred to therein, and (iv) all reasonable and documented out-of-pocket costs and expenses of the Agents and the Lenders (including the fees, charges reasonable and disbursements documented fees and expenses of any counsel for the Administrative Agent, any Lender experts and consultants engaged by the Agents or the L/C IssuerLenders) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLenders’ due diligence review.

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

Costs and Expenses. The Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay (i) all reasonable out when due, shall reimburse to Administrative Agent for the benefit of pocket expenses incurred by the itself and Lenders on demand and shall indemnify Administrative Agent and its Affiliates (including MLPFS and including the Lenders from, all reasonable out-of-pocket fees, charges and disbursements of counsel for the Administrative Agentcosts, and of special and local counsel retained expenses paid or incurred by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Agent in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments (and any amendments, including its rights under this Sectionapprovals, consents, waivers and releases requested, required, proposed or done from time to time), or (B) in connection with the Loans made disbursement, administration or Letters collection of Credit issued hereunderthe Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent’s counsel; (b) reasonable fees and charges of each inspector and engineer retained by Administrative Agent for purposes specified in this Agreement; (c) appraisal, re-appraisal and one additional law firm as counsel survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all other such partiescosts and expenses incurred by Administrative Agent, taken togetherincluding attorneys’ fees, in each appropriate jurisdiction (which may include a single law firm as specialif the obligations or any part thereof are sought to be collected by or through an attorney at law, local whether or foreign counsel acting in multiple jurisdictions)not involving probate, except that in the case where any such Person determines in good faith that a conflict of interest does appellate, administrative or may exist in connection with such legal representation and such Person advises the bankruptcy proceedings. Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees shall pay all costs and expenses of complying with the Loan Documents, whether or not such separate counsel costs and expenses are included in any budget related to the Property. Borrower’s obligations under this Section shall also be paid survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reimbursedreconveyance of any of the Loan Documents, the foreclosure of the Mortgage or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

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

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

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

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

Costs and Expenses. The Without limitation of any Loan Document and to the extent not prohibited by applicable Laws, (a) Borrower shall pay (i) when due, and reimburse to Agent to the extent paid by Agent on demand, and indemnify Agent from, all reasonable out of out-of-pocket fees, costs and expenses paid or incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments (and any amendments, including its rights under this Sectionapprovals, consents, waivers and releases requested, required, proposed or done from time to time), or (B) in connection with the Loans made disbursement, administration or Letters collection of Credit issued hereunderthe Loan or the enforcement of the Obligations or the exercise of any right or remedy of Agent, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for Agent's counsel, and (b) Borrower shall reimburse to Lenders to the Administrative Agent extent paid by Lenders on demand, and one additional law firm as counsel for indemnify Lenders from, all other such partiesout-of-pocket fees, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local costs and expenses paid or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist incurred by Lenders in connection with such legal representation and such Person advises the Borrower collection of such actual the Loan after Default or potential conflict the enforcement of interest and engages its own separate counselthe Obligations or the exercise of any right or remedy of Lenders, the including reasonable and documented legal fees and expenses of such separate counsel Lenders' counsel. Borrower shall also pay all costs and expenses incurred by Agent or Lenders, including attorneys' fees, if the Obligations or any part thereof are sought to be paid collected by or reimbursedthrough an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and expenses of complying with the Loan Documents. Borrower's obligations under this Section shall survive the delivery of the Loan Documents, the making of Advances, the payment in full of the Obligations, the release or termination of the Loan Documents, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Borrower acknowledges that none of the foregoing costs and expenses are included in the Commitment Fee.

Costs and Expenses. The Borrower All costs and expenses incurred in performing and complying with Grantors' covenants set forth herein shall be borne solely by Grantors. If Grantors shall fail, refuse or neglect to make any payment or perform any act required herein, then at any time thereafter, and without notice to or demand upon Grantors and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantors, and shall have the right to rent the Mortgaged Property for such purpose and to take all such actions and expend such sums thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate. Grantors shall pay (i) or reimburse Beneficiary against any and all reasonable out such expenses and costs. To the extent not prohibited by applicable law, Grantors will pay all costs and expenses and reimburse Beneficiary for any and all expenditures of pocket expenses every character incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable feesor expended from time to time, charges and disbursements regardless of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but whether or not any other separate counsel to the Arrangers or the Lenders)a default shall have occurred hereunder, in connection with Beneficiary's evaluating, monitoring, administering and protecting the syndication of Mortgaged Property, and creating, perfecting and realizing upon Beneficiary's security interests in and liens on the credit facilities provided for hereinMortgaged Property, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined all appraisal fees, consulting fees, filing fees, taxes, brokerage fees and commissions, fees incident to be void ab initio) security interest, lien and the other Loan Documents or any amendmentstitle searches and reports, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)escrow fees, (ii) all reasonable out of pocket attorneys' fees, legal expenses, court costs, auctioneer fees and expenses, other fees and expenses incurred by each L/C Issuer in connection with the issuanceliquidation or sale of the Mortgaged Property and all other professional fees. Any amount to be paid hereunder by Grantors to Beneficiary, amendmentto the extent not prohibited by applicable law, renewal shall be payable upon demand and shall bear interest from the date of expenditure until paid at the lesser of (i) the rate of interest provided in the Note for past due installments of principal and/or interest, or extension (ii) the maximum nonusurious rate of interest from time to time permitted by applicable law ("Highest Lawful Rate"). At all such times, if any, that Chapter One ("Chapter One") of Title 79, Texas Revised Civil Statutes, 1925, as amended (the "Texas Credit Code") establishes the Highest Lawful Rate, the Highest Lawful Rate shall be the "indicated rate ceiling" (as defined in Chapter One) from time to time in effect unless the Note specifically provides otherwise. Grantors shall indemnify Beneficiary for any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses Beneficiary pursuant to this clause (iii) paragraph, and shall indemnify Beneficiary against all losses, expenses, damage, claims and causes of action, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this paragraph. To the extent not prohibited by applicable law, the sum of all such costs and expenses incurred by Beneficiary pursuant to this paragraph and not reimbursed by Grantors shall be limited added to the reasonable Indebtedness and documented legal fees thereafter shall form a part of the same; and expenses it shall be secured by this Deed of a single law firm as counsel for Trust and by subrogation to all of the Administrative Agent and one additional law firm as counsel for all other rights of the person, corporation or body politic receiving such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedpayment.

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

Costs and Expenses. The Borrower Unless otherwise stipulated herein, all costs and expenses and claims for damages of the Lenders, SACE, the Agent and/or the Mandated Lead Arranger which occur during the legal relations between these parties on the one side and the Borrowers on the other side and which are in relation to the Loans shall pay (i) be borne by the Borrowers whether or not any Drawdown ultimately takes place and all reasonable out costs and expenses and claims for damages incurred in the maintenance of pocket the security created by this Agreement and the Security Documents or the actual or attempted enforcement at any time of the rights of the Lenders, SACE, the Agent and/or the Mandated Lead Arranger hereunder and thereunder shall be borne by the Borrowers. This refers especially to expenses for maintenance, safeguarding and insurance of the Vessels or for upkeep and security of the Hypothec, costs for lifting a seizure of the Vessels, costs incident to guarding and custody of the Vessels, costs for every evaluation requested by the Agent with regard to value and condition of the Vessels in case of an Event of Default of the Borrowers and the fees for outside attorneys or other persons commissioned by the Lenders, SACE, the Agent and/or the Mandated Lead Arranger. This also includes expenses incurred by the Administrative Lenders, SACE, the Agent and its Affiliates (including MLPFS and including and/or the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Mandated Lead Arranger in connection with the syndication of the credit facilities provided for hereindrafting, the preparation, negotiation, execution, delivery and administration carrying out, enforcement or attempted enforcement of this Agreement (includingand/or the Security Documents as well as costs for translations and for legal opinions. All such costs and expenses have to be paid when due and payable according to the respective invoice, without limitationwhich will be notified by the Agent to the Borrowers. All amounts so disbursed or expended by the Lenders, SACE, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and Agent and/or 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 Mandated Lead Arranger shall be consummated), subject to (iia) all reasonable out the Default Rate from the day five (5) Banking Days after the Agent has requested refunding or repayment thereof from the Borrowers until the time of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal refunding or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, repayment or (Bb) in connection with the Loans made Default Rate from the day of disbursement until the time of refunding or Letters repayment thereof, if the Agent has given notice of Credit issued default hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Agent, any Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iiiiv) shall be limited to the all reasonable and documented legal fees and out-of-pocket expenses of a single law firm as counsel for the Administrative Agent Agent’s regular employees and one additional law firm as counsel for all other such partiesagents engaged periodically to perform audits of the Loan Parties’ books, taken togetherrecords and business properties. For the avoidance of doubt, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselthis Section 11.3.1 shall not apply to Taxes, the reasonable and documented legal fees and expenses payment of such separate counsel shall also be paid or reimbursedwhich is governed by Section 5.8 [Taxes].

Costs and Expenses. The Borrower shall pay (i) all reasonable out of documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder documented and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender Collateral Agent or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Collateral Agent or any Lender or the L/C Issuer) Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iii) and all reasonable documented and out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be limited to responsible for the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Sections 5.06(b) and one additional law firm as counsel 5.12(b)(iii) in excess of $100,000 in the aggregate incurred for all other such partiesfees, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

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

Costs and Expenses. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article IX hereof, each of the Transferor (and, after the Effective Date, the Borrower) agrees to pay on the Payment Date following receipt of a request therefor, all reasonable out-of-pocket costs and expenses that have been invoiced at least three (3) Business Days prior to such Payment Date of the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing and reporting, subject to the limitations, as applicable, set forth in Section 5.1(d) and Section 6.8), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable and documented fees and out-of-pocket expenses of one firm of external counsel and one firm of local counsel for the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, and the Secured Parties (taken as a whole) with respect thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket fees and expenses of one firm of external counsel per applicable jurisdiction for all such Persons, collectively), incurred by the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith. (b) The Borrower shall pay on the Payment Date following receipt of a request therefor, all other reasonable and documented costs and expenses that are due and payable pursuant to Section 11.9(a) and that have been invoiced at least three (i3) all reasonable out of pocket expenses Business Days prior to such Payment Date and incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable feesSecured Parties, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in each case in connection with the syndication periodic audits of the credit facilities provided for hereinLoan Parties’ books and records, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitationCollateral, the administration of any assignment under Section 10.06 that is determined to be void ab initio) Underlying Instruments, and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that information contained in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation Borrowing Base Certificates and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedPayment Date Reports.

Costs and Expenses. The Borrower shall Each Debtor agrees to pay (i) all reasonable out of out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Administrative Collateral Agent. The Debtors will also, within 15 days of receipt of a reasonably detailed invoice thereof, pay to the Collateral Agent the amount of any and its Affiliates (including MLPFS all reasonable and documented out-of-pocket expenses, including the reasonable feesand documented fees and expenses of its counsel, charges and disbursements of counsel which the Collateral Agent, for the Administrative Agentbenefit of the Secured Parties, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), may incur in connection with the syndication creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the credit facilities provided for herein, Security Interest and the preparation, negotiationadministration, executioncontinuance, delivery and administration amendment or enforcement of this Agreement (including, without limitation, and pay to the administration Collateral Agent the amount of any assignment under Section 10.06 that is determined to be void ab initio) and all reasonable and documented out-of-pocket expenses, including the other Loan Documents or any amendmentsreasonable and documented fees and expenses of its counsel, modifications or waivers which the Collateral Agent, for the benefit of the provisions hereof or thereof Secured Parties, may incur in connection with (whether or not i) the transactions contemplated hereby or thereby shall be consummated)enforcement of this Agreement, (ii) all reasonable out the custody or preservation of, or the sale of, collection from, or other realization upon, any of pocket 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 by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) Closing shall be limited to the reasonable 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 documented legal fees and expenses of a single law firm as counsel for shall bear interest at the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedDefault Rate.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, each Arranger, each Bookrunner and of special and local counsel retained by the Administrative each Syndication Agent, but not any other separate counsel to in each case together with their respective Affiliates, and the Arrangers or the Lenders)officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable costs and out-of-pocket expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) which Attorney Costs shall be limited to the reasonable and documented legal fees and expenses reasonable disbursements of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single law firm as local counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include and a single law firm as specialinsurance regulatory counsel, local or foreign counsel acting in multiple jurisdictions)collectively, except that in for each of the case where any such foregoing Persons, (b) each Agent-Related Person determines in good faith that a conflict of interest does or may exist for all reasonable costs and out-of-pocket expenses incurred in connection with such legal representation any amendment, waiver, consent or other modification of the provisions hereof and such Person advises thereof and the Borrower consummation and administration of such actual or potential conflict the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of interest a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and engages its own separate a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and documented disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto and other out-of-pocket expenses incurred by each Agent-Related Person and the cost of independent public accountants and other outside experts (subject to the limitations above) retained by such separate counsel Agent-Related Person or any Lender, as applicable. All amounts due under this Section 10.04 shall also be paid or reimbursedpayable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the repayment of the Revolving Loans and the other Obligations.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including MLPFS and their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder documented and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender Collateral Agent or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, Collateral Agent or any Lender or the L/C Issuer) Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees thereof and expenses pursuant to this clause (iii) and all reasonable documented and out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be limited to responsible for the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Sections 5.06(b) and one additional law firm as counsel for all other such parties, taken together5.12(b)(iii) in excess of the greater of (x) $200,000 or (y) .05% of the total Commitments, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay agrees (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for to pay or reimburse the Administrative Agent, the Collateral Agent and of special the Lead Arranger for all reasonable costs and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (ii) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out of out-of-pocket costs and expenses incurred by each L/C Issuer in connection with the issuanceenforcement, amendmentattempted enforcement, renewal or extension preservation of any Letter rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of Credit or the Obligations and during any demand for payment thereunder legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (iii) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender for all out reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges Collateral Agent and disbursements the Lead Arranger and the cost of any counsel for independent public accountants and other outside experts retained by the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement Collateral Agent and the other Loan Documents, including its rights Lead Arranger. All amounts due under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) Section 11.04 shall be limited to payable within ten Business Days after demand therefor. The agreements in this Section 11.04 shall survive the reasonable termination of the aggregate Commitments and documented legal fees and expenses repayment of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedObligations.

Costs and Expenses. The Borrower costs and expenses relating to the activities described in Section 4.1 for the initial development of the Resort and each subsequent expansion, (each, “Pre-opening Expenses”) shall pay include, without limitation: salaries, wages, and benefits (i) all reasonable out including those of pocket expenses incurred by the Administrative Agent personnel of Manager and its Affiliates (including MLPFS and including the reasonable feesAffiliates); interim office space costs; legal, charges and disbursements of counsel for the Administrative Agentaccounting, and of special other professional fees; telecommunications expenses; staff hiring and local counsel retained by the Administrative Agenttraining costs; travel and moving expenses; opening celebration costs; utilities, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, heat, air conditioning, light, power, water, and any sewage treatment and disposal costs; costs not chargeable to the administration cost of constructing the Resort; advertising and promotion expenses; the reasonable travel, living, and other out-of-pocket expenses of personnel from the corporate and regional offices of Manager and its Affiliates; miscellaneous expenses; and a reasonable charge for administrative time and overhead expenses of Manager and its Affiliates. Manager shall prepare and submit to Owner an estimate of Pre-opening Expenses for each phase of development, including cash flow requirements (each, a “Pre-opening Expenses Estimate”). Manager shall use reasonable efforts to adhere to the Pre-opening Expenses Estimates; provided, however, it is understood and agreed that changes in development plans, business plans, market conditions, currency fluctuations, general economic conditions and other unforeseen circumstances may make adherence to the Pre-opening Expense Estimate impractical or impossible, and Manager shall be entitled to depart from the Pre-opening Expenses Estimates and incur Pre-opening Expenses in excess of the Pre-opening Expenses Estimate as may be required in the performance of Manager’s pre-opening services. Manager shall notify Owner promptly of any assignment under Section 10.06 that is determined substantial change from the Pre-opening Expenses Estimates and shall provide all information in relation to be void ab initio) and such change as Owner may reasonably request. Furthermore, if the other Loan Documents or any amendments, modifications or waivers opening date of the provisions hereof Resort or thereof (whether or not the transactions contemplated hereby or thereby completion of a subsequent expansion is delayed from the originally projected dates, the Pre-opening Expenses Estimate shall be consummated)revised to reflect any increases in Pre-opening Expenses caused by such delay. To the extent such a delay causes an increase in Pre-opening Expenses, Owner shall promptly pay such increased Pre-opening Expenses in accordance with Section 4.3. Increased Pre-opening Expenses shall include all out-of-pocket cancellation penalties if Manager cancels reservations made for guestrooms, meeting rooms, and other Resort facilities as a result of such delay. Within one hundred twenty (ii120) all reasonable out days after the opening date of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Resort or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses opening of a single law firm as counsel for subsequent expansion, Manager shall provide to Owner an accounting describing and showing in reasonable detail the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict total amount of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedincurred Pre-opening Expenses.

Costs and Expenses. Except as otherwise agreed to by the parties hereto, the costs and expenses (including the fees and disbursements of counsel and accountants but excluding all overhead costs and employees’ salaries) of the Collateral Manager and of the Issuer incurred in connection with the negotiation and preparation of and the execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the Issuer. The Borrower shall pay Issuer will reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in connection with the services provided under this Agreement including, without limitation, (a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Collateral Manager (on behalf of the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the Assets, (c) all taxes, regulatory and governmental charges (not based on the income of the Collateral Manager), insurance premiums or expenses, (d) any and all costs and expenses incurred in connection with the acquisition, disposition of investments on behalf of the Issuer (whether or not actually consummated) and management thereof, including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to any Rating Agency, (f) preparing reports to holders of the Secured Notes, (g) reasonable travel expenses (including without limitation airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its obligations under duties pursuant this Agreement and the Indenture, (h) expenses and costs in connection with any investor conferences, (i) all reasonable out any broker or brokers in consideration of brokerage services provided to the Collateral Manager in connection with the sale or purchase of any Collateral Obligation, Equity Security, Eligible Investment or other assets received in respect thereof, (j) bookkeeping, accounting or recordkeeping services obtained or maintained with respect to the Issuer (including those services rendered at the behest of the Collateral Manager), (k) software programs licensed from a third party and used by the Collateral Manager in connection with servicing the Assets, (l) fees and expenses incurred in obtaining the Market Value of Collateral Obligations (including without limitation fees payable to any nationally recognized pricing service), (m) audits incurred in connection with any consolidation review, (n) any extraordinary costs and expenses incurred by the Collateral Manager in the performance of its obligations under this Agreement and the Indenture, (o) any out-of-pocket expenses incurred by the Administrative Agent Collateral Manager or the Retention Provider in connection with complying with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement Laws (excluding the purchase price of any Notes acquired by it to comply with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement Laws) and its Affiliates (p) as otherwise agreed upon by the Issuer and the Collateral Manager. In addition, the Issuer will pay or reimburse the costs and expenses (including MLPFS and including the reasonable fees, charges fees and disbursements of counsel for and accountants) of the Administrative Agent, Collateral Manager and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Issuer incurred in connection with or incidental to the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration entering into of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal amendment thereof. The fees and expenses pursuant to this clause (iii) shall be limited payable to the reasonable and documented legal fees and expenses Collateral Manager on any Payment Date are payable only as described under the Priority of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedPayments.

Costs and Expenses. The Borrower shall pay (ia) all reasonable out of pocket All costs and expenses incurred by the Administrative Agent Master Servicer in carrying out its duties hereunder, including all fees and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights Mortgage Loans (A) including enforcement of Liquidated Mortgages), shall be paid by the Master Servicer and the Master Servicer shall not be entitled to reimbursement hereunder, except that the Master Servicer shall be reimbursed out of the Liquidation Proceeds of a Liquidated Mortgage for ordinary and necessary Liquidation Expenses incurred by it directly in connection with this Agreement realizing upon the related Mortgaged Property. (b) In addition, the Master Servicer shall pay the cost of (i) the preservation, restoration and the other Loan Documentsprotection of any Mortgaged Property, (ii) any enforcement or judicial proceedings, including its rights under this Sectionforeclosures, or and (Biii) the management and liquidation of a Mortgaged Property acquired in satisfaction of the related Mortgage Loan. Such expenditures may include costs of collection efforts, reappraisals when a Mortgage Loan is past due, legal fees in connection with foreclosure actions, advancing payments on the Loans made related senior mortgages, if any, acquiring the related senior mortgage(s), if any, advances of delinquent property taxes, upkeep and maintenance of the Mortgaged Property if it is acquired through foreclosure and similar types of expenses. Each such expenditure constitutes a "Servicing Advance." The Master Servicer shall be obligated to make the Servicing Advances incurred in the performance of its servicing obligations only if it determines (i) that such actions will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable to it as described in clause (c) of this Section 5.08. (c) The Master Servicer shall be entitled to recover Servicing Advances to the extent permitted by the related Mortgage Loan or, if not theretofore recovered from the Mortgagor on whose behalf such Servicing Advance was made, from Liquidation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Master Servicer from the Mortgagor or Letters of Credit issued hereunder, including all such otherwise relating to the Mortgage Loan. Servicing Advances shall be reimbursable to the Master Servicer from the sources described above out of pocket expenses incurred during any workout, restructuring or negotiations the funds on deposit in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses Certificate Account pursuant to this clause (iii) shall be limited Section 8.02(c), such right of reimbursement being prior to the reasonable and documented legal fees and expenses rights of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction Certificateholders to receive any related Liquidation Proceeds (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictionsincluding Insurance Proceeds), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether Whether or not the transactions contemplated hereby or thereby shall be consummated), Borrower agrees to pay promptly (iia) all the Administrative Agent’s actual, documented, and reasonable out costs and expenses of pocket preparation of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable and documented fees, expenses incurred by each L/C Issuer and disbursements of counsel to Agents in connection with the issuancenegotiation, amendmentpreparation, renewal execution and administration of the Loan Documents and any consents, amendments, waivers or extension of other modifications thereto and any Letter of Credit other documents or any demand for payment thereunder and matters requested by Borrower; (iiic) all out the actual and documented reasonable costs and expenses of pocket creating and perfecting Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses incurred by and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (d) all the Administrative Agent, any Lender or any L/C Issuer (including the ’s actual costs and reasonable fees, charges expenses for, and disbursements of any counsel for the of Administrative Agent’s, auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees (including expenses and disbursements of outside counsel) incurred by Administrative Agent; (e) all the actual and documented reasonable costs and expenses (including the reasonable and documented fees, expenses and disbursements of any Lender appraisers, consultants, advisors and agents employed or the L/C Issuerretained by Collateral Agent and its counsel) in connection with the enforcement custody or protection preservation of its rights any of the Collateral; (Af) in connection with this Agreement all other actual, documented, and the other Loan Documents, including its rights under this Section, or (B) reasonable costs and expenses incurred by each Agent in connection with the Loans made negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or Letters other modifications thereto and the transactions contemplated thereby; and (g) after the occurrence of Credit issued hereundera Default or an Event of Default, all costs and expenses, including all such out reasonable attorneys’ fees (including allocated costs of pocket expenses internal counsel) and costs of settlement, incurred during by any workout, restructuring Agent and Lenders in enforcing any Obligations of or negotiations in respect collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Loans Default or Letters Event of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause Default (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist including in connection with such legal representation and such Person advises the Borrower sale of, collection from, or other realization upon any of such actual the Collateral or potential conflict the enforcement of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses Guaranty) or in connection with any refinancing or restructuring of such separate counsel shall also be paid the credit arrangements provided hereunder in the nature of a “work out” or reimbursedpursuant to any insolvency or bankruptcy cases or proceedings.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arranger, the Bookrunner and of special and local counsel retained by the Administrative Syndication Agent, but not any other separate counsel to in each case together with their respective Affiliates, and the Arrangers or the Lenders)officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable and documented costs and out-of-pocket expenses incurred in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) which Attorney Costs shall be limited to the reasonable and documented legal fees and expenses disbursements of Milbank LLP and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single law firm as local counsel for the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include and a single law firm as specialinsurance regulatory counsel, local or foreign counsel acting in multiple jurisdictions)collectively, except that in for each of the case where any such foregoing Persons, (b) each Agent-Related Person determines in good faith that a conflict of interest does or may exist for all reasonable and documented costs and out-of-pocket expenses incurred in connection with such legal representation any amendment, waiver, consent or other modification of the provisions hereof and such Person advises thereof and the Borrower consummation and administration of such actual or potential conflict of interest the transactions contemplated hereby and engages its own separate counselthereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable and documented fees disbursements of a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and other out-of-pocket expenses incurred by each Agent-Related Person and the cost of independent public accountants and other outside experts (subject to the limitations above) retained by such separate counsel Agent-Related Person or any Lender, as applicable. All amounts due under this Section 10.04 shall also be paid or reimbursedpayable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the repayment of the Revolving Loans and the other Obligations.

Costs and Expenses. The Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay (i) all reasonable out when due, shall reimburse to Administrative Agent for the benefit of pocket expenses incurred by the itself and Lenders on demand and shall indemnify Administrative Agent and its Affiliates (including MLPFS and including the reasonable Lenders from, all out-of-pocket fees, charges and disbursements of counsel for the Administrative Agentcosts, and of special and local counsel retained expenses paid or incurred by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), Agent in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration execution of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsDocuments (and any amendments, including its rights under this Sectionapprovals, consents, waivers and releases requested, required, proposed or done from time to time), or (B) in connection with the disbursement, administration or collection of the Loans made or Letters the enforcement of Credit issued hereunderthe obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel Administrative Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees, if the obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate, administrative or proceedings under any Debtor Relief Law. Borrower shall pay all costs and expenses of complying with the Loan Documents, whether or not such costs and expenses are included in the Budgets. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any of the Loan Documents, the foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, proceeding under any Debtor Relief Law, and any other event whatsoever. Borrower acknowledges that Administrative Agent and one additional law firm as may receive a benefit, including a discount, credit or other accommodation, from Administrative Agent’s counsel for all other based on the fees such partiescounsel may receive on account of such counsel’s relationship with Administrative Agent, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist including fees paid in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedthis Agreement.

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

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

Costs and Expenses. The Borrower shall and any other Credit Party, jointly and severally, shall, promptly following written demand therefor, pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its each of their respective Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of McGuireWoods LLP and of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each L/C Issuer the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, each Lender and the Issuing Lenders in connection with the enforcement or preservation of any Lender or any L/C Issuer rights (including the reasonable fees, charges and disbursements of counsel therefor and all such out-of-pocket expenses incurred during any counsel for the Administrative Agentworkout, restructuring or related negotiations in respect of any Lender Loans or the L/C IssuerLetters of Credit) 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 fees and disbursements of counsel to the Administrative Agent, each Lender and the Issuing Lenders; provided that, so long as no Default or Event of Default exists, such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse reimbursement for legal fees and expenses pursuant to this clause (iii) disbursements shall be limited to (x) the reasonable and documented legal fees and expenses disbursements of a single law firm as one primary counsel for designated by the Administrative Agent and one additional law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction plus (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in y) the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses disbursements of such separate McGuireWoods LLP plus (z) the fees and disbursements of any local and specialist counsel shall also be paid or reimbursedengaged by the Administrative Agent.

Costs and Expenses. The Borrower shall pay (i) all reasonable out of and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent, Agent and the Collateral Agent collectively (other than the allocated costs of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lendersinternal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable out of and documented out-of-pocket fees, costs and expenses incurred by each L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender or the L/C IssuerLender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. Unless an Event of CreditDefault has occurred and is continuing, provided that the Borrower’s obligations to pay or reimburse Borrower shall not be responsible for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees reimbursement of any fees, costs and expenses of a single law firm as counsel for the Administrative Agent Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) in excess of the greater of (x) $200,000 and one additional law firm as counsel for all other such parties, taken together(y) 0.05% of the sum of (A) the total Revolving Commitments plus (B) the aggregate outstanding Term Loans, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that case in the case where any aggregate incurred for all such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interest and engages its own separate counselfees, the reasonable and documented legal fees costs and expenses of such separate counsel shall also be paid or reimbursedin any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Loan Parties shall pay (i) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of out-of-pocket expenses incurred by each the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender Agent or any the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Agent or the L/C Issuer) and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; and (iv) all out-of-pocket expenses incurred by any Lender (including the reasonable fees, charges and disbursements of any counsel) in connection with the enforcement or protection of its rights and shall pay all reasonable fees and time charges for attorneys who may be employees of any Lender (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause subclause (iii) iv), the Lenders shall be limited entitled to the reasonable and documented legal fees and expenses of a single law firm as reimbursement for no more than one counsel for the Administrative Agent and one additional law firm as counsel for representing all other such parties, taken together, in each appropriate jurisdiction Lenders (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that absent a conflict of interest does or in which case the Lenders may exist in connection with such legal representation engage and be reimbursed for additional counsel) and such Person advises special and/or local counsel for all of the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursedLenders.