Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Each Borrower shall pay (i) all reasonable, out-of-pocket costs reasonable out‑of‑pocket expenses incurred by the Arrangers and expenses the Administrative Agent and each Related Party of any of the Administrative Agentforegoing Persons (in the case of fees and charges of counsel, the Syndication Agent and their Affiliates, including limited to the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), ) and (ii) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket costs and expenses (including, without limitation, including the reasonable documented fees, charges and disbursements of outside counsel) incurred by any counsel for the Administrative Agent, the Syndication Agent, the Issuing Bank Agent or any Lender Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket reasonable out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonablereasonable and documented, out-of-pocket costs and expenses of the Administrative AgentXxxxxxxxxxxxxx Xxxxx, the Syndication Agent XXXX and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentXxxxxxxxxxxxxx Xxxxx, the Syndication Agent XXXX and their Affiliates, actually incurred in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) actually incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.311.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the any 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with (A) the syndication of the credit facilities provided for hereinherein after the Closing Date (if any), (B) the preparation and administration of the Loan Documents and (C) any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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 reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent Sole Lead Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereasonable and documented, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification. (a) The Each Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs expenses incurred by the Arrangers and expenses the Administrative Agent and each Related Party of any of the Administrative Agentforegoing Persons (in the case of fees and charges of counsel, the Syndication Agent and their Affiliates, including limited to the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket costs and expenses (including, without limitation, including the reasonable documented fees, charges and disbursements of outside counsel) incurred by any counsel for the Administrative Agent, the Syndication Agent, the Issuing Bank Agent or any Lender Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and reasonable out‑of‑pocket expenses of incurred by the Administrative Agent, the Syndication Agent Arranger and their Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one firm of counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication preparation, negotiation, execution, delivery and, subject to Section 7.18, administration of this Agreement and the credit facilities provided for hereinother Loan Documents, the preparation of the Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), (ii) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out-of-pocket costs and out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including, without limitation, including the reasonable fees, charges and disbursements of outside one firm of counsel for the Administrative Agent (in addition to local counsel) incurred ), the Lenders and the Issuing Bank and after a Default, other advisors and professionals retained by the Administrative Agent), the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3Section, or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their Affiliatesits Affiliates (including, without limitation, SunTrust Capital Markets, Inc.), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliates as previously agreed upon by the Borrowers and the Administrative Agent, the Syndication Agent and their Affiliatesincluding, including subject to such previously agreed upon arrangement, the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their Affiliates, its Affiliates in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by of the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent Arrangers and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication AgentArrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of incurred by the Administrative Agent, the Syndication Agent Arranger and their Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one firm of counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication preparation, negotiation, execution, delivery and, subject to Section 7.18, administration of this Agreement and the credit facilities provided for hereinother Loan Documents, the preparation of the Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including, without limitation, including the reasonable fees, charges and disbursements of outside one firm of counsel for the Administrative Agent (in addition to local counsel) incurred ), the Lenders and the Issuing Bank and after a Default, other advisors and professionals retained by the Administrative Agent), the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3Section, or (B) in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable and actual fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or the Loans and the Letters of Credit made or issued hereunder, and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable and actual fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower Credit Parties shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of incurred by the Administrative Agent, the Syndication Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Credit Agreement and the Loan other Credit Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including, without limitation, including the reasonable fees, charges and disbursements of any outside counsel) incurred by counsel for the Administrative Agent, the Syndication Agent, any Lender or the Issuing Bank or any Lender Lender), in connection with the enforcement or protection of its rights (A) in connection with this AgreementCredit Agreement and the other Credit Documents, including its rights under this Section 10.3Section, or (B) in connection with the Loans made or any 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.

Expenses; Indemnification. (aj) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent Joint Lead Arrangers and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs expenses incurred by the Arrangers and expenses the Administrative Agent and each Related Party of any of the Administrative Agent, the Syndication Agent and their Affiliates, foregoing Persons (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket costs and expenses (including, without limitation, including the reasonable fees, charges and disbursements of outside counsel) incurred by any counsel for the Administrative Agent, the Syndication Agent, the Issuing Bank Agent or any Lender Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.363 364-Day Revolving Credit Agreement Section, or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses; Indemnification. (a) The Borrower Credit Parties shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of incurred by the Administrative Agent, the Syndication Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including, without limitation, including the reasonable fees, charges and disbursements of any outside counsel) incurred by counsel for the Administrative Agent, the Syndication Agent, any Lender or the Issuing Bank or any Lender Lender), in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Credit Documents, including its rights under this Section 10.3Section, or (B) in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Collateral Agent and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the reasonable allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Collateral Agent, the Issuing Bank or any Lender (including the Swingline Lender) in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Each Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs expenses incurred by the Arrangers and expenses the Administrative Agent and each Related Party of any of the Administrative Agent, the Syndication Agent and their Affiliates, foregoing Persons (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket costs and expenses (including, without limitation, including the reasonable fees, charges and disbursements of outside counsel) incurred by any counsel for the Administrative Agent, the Syndication Agent, the Issuing Bank Agent or any Lender Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative AgentAgent (including, the Syndication Agent and their Affiliateswithout limitation, including the reasonable fees, charges fees and disbursements of special counsel to the Administrative Agent, local counsel for the Administrative Agent, the Syndication Agent and their Affiliatestravel, site visits, third party reports (including Appraisals), mortgage recording taxes, environmental and engineering expenses), in connection with the syndication preparation and administration of the credit facilities provided for hereinthis Agreement, the preparation of the Loan Documents and the documents and instruments referred to therein, the syndication of the Loans, any amendments, modifications waiver or waivers thereof (whether or not the transactions contemplated in this Agreement consent hereunder or any other Loan Document shall be consummated), amendment or modification hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuanceAdministrative Agent and each Bank, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges fees and disbursements of outside counsel) incurred by counsel for the Administrative AgentAgent and each Bank, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreementthe Loan Documents and the instruments referred to therein and such Event of Default and collection, including its rights under this Section 10.3bankruptcy, or in connection with the Loans made or any Letters of Credit issued hereunderinsolvency and other enforcement proceedings resulting therefrom, including all such out-of-pocket expenses incurred during any workoutworkout or restructuring; provided, restructuring or negotiations however, that in respect no event shall the Borrower be required to pay for the attorneys’ fees and disbursements of such Loans or Letters more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of Creditinterest.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereasonable and customary, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable and customary out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement or any other Loan Document, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, documented, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable reasonable, documented, out-of-pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent MLPF&S and their Affiliates, Affiliates including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their AffiliatesMLPF&S actually incurred, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the each 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel, fees of inside counsel, accountants, consultants, and other similar professional fees) actually incurred by the Administrative Agent, the Syndication AgentMLPF&S, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3Section, or in connection with the Loans made or any 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 and Letters of Credit.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Syndication Agent and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank Administrative Agent, the Arranger and their Affiliates (including the reasonable fees, charges and disbursements of one firm of counsel for the Administrative Agent), in connection with the issuancepreparation, amendmentnegotiation, renewal or extension execution, delivery and, subject to Section 7.18, administration of any Letter of Credit this Agreement and the other Loan Documents, or any demand for payment thereunder amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved], and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent or any Lender (including, without limitation, including the reasonable fees, charges and disbursements of outside one firm of counsel for the Administrative Agent (in addition to local counsel) incurred ), the Lenders and after a Default, other advisors and professionals retained by the Administrative Agent), the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3Section, or (B) in connection with the Loans made or any 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 CreditLoans.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, documented, out-of-pocket of -pocket costs and expenses of the Administrative Agent, the Syndication Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and their its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable reasonable, documented, out-of-pocket of -pocket expenses incurred by 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-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 10.3, or in connection with the Loans made or any 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.

Expenses; Indemnification. (a) The Each Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs expenses incurred by the Arrangers and expenses the Administrative Agent and each Related Party of any of the Administrative Agentforegoing Persons (in the case of fees and charges of counsel, the Syndication Agent and their Affiliates, including limited to the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, the Syndication Agent and their Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Loan Document thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket costs and expenses (including, without limitation, including the reasonable documented fees, charges and disbursements of outside counsel) incurred by any counsel for the Administrative Agent, the Syndication Agent, the Issuing Bank Agent or any Lender Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 10.3, 9.5 or (B) in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.