Common use of Attorney Costs and Expenses Clause in Contracts

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP (and one local counsel in each applicable jurisdiction where required or other additional counsel to and, in the extent required due to event of a conflict of interest, one additional counsel of each type to the affected parties), ) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Joint Bookrunners (and one local counsel in each applicable jurisdiction and, in the event of any conflict of interest, one additional counsel of each type to the affected parties)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 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; provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section 9.4 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Joint Lead Arrangers for all reasonable and demonstrable documented out of pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (White & Case LLP and one local and foreign counsel in each relevant jurisdiction where required or other and, in the case of an actual conflict of interest, one additional counsel to the extent required due to affected parties taken as a conflict of interest)whole, and (b) to pay or reimburse the Administrative Agent, each other Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 11.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Xxxxx Xxxx & Xxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Linklaters LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts of counsel to the Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to the extent the Initial Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the L/C Issuers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single one primary counsel (and one local counsel in each appropriate jurisdiction where required or other additional counsel (which to the extent required due to necessary, may include a conflict of interest), single special counsel acting for multiple jurisdictions) and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers, each L/C Issuer and each Lender the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such fees, costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such fees, costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one firm of outside counsel to the Administrative Agent (and one local counsel in each appropriate jurisdiction (which to the extent necessary may include a single special counsel acting for multiple jurisdictions)) (and, in the case of an actual or reasonably perceived conflict of interest, where the Person(s) affected by such conflict notifies the Borrower of the existence of such conflict, one additional firm of counsel for all such affected Persons)). The foregoing fees, costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) The Parent Borrower agrees if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agents, the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each relevant jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date) and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 ten Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Revolver Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxx Xxxx & Xxxxxxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Revolver Agent the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including and, in the case of legal fees, limited to all Attorney CostsCosts of one counsel for all such Persons (and, in the case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party by the Administrative Agent or attributable to taxes shall be governed solely and exclusively by Section 3.1Revolver Agent, as applicable, in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Lenders for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one counsel (to the Administrative Agent and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest)whole) and (b) from and after the Closing Date, (i) [reserved], and (bii) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, enforcement or preservation (whether through negotiations, legal proceedings or otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Collateral Agent (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Persons)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date (except as otherwise reasonably agreed by the Borrower). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Loans and Term Commitments and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single firm of counsel (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes 10.04 shall be governed solely and exclusively paid within ten (10) Business Days of receipt by Section 3.1the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable Arrangers shall bear their own costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated). From and after the Effective Date, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to Initial Borrower shall pay or reimburse the Administrative Agent and each Lender and/or the Security Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a whole and solely in the case of a certificate setting forth conflict of interest, one additional counsel in reasonable detail each relevant jurisdiction to the basis for the amounts demandedaffected Indemnitees similarly situated). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within 30 days after written demand therefor (together with documentation and details supporting such reimbursement request). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Agents for all reasonable and demonstrable documented out of pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Xxxxxx Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of counsel to the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Whether or not the transactions contemplate hereby are consummated, the Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arranger and the Lenders party hereto on the date hereof (the “Initial Lenders”) for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Weil, Gotshal & Xxxxxx LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arranger and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts of counsel to the Administrative Agent, the Collateral Agent and the Initial Lenders). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 9.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedInitial Lenders. The agreements in this Section 9.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 9.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term Loans and the preparation, negotiation negotiation, execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)) and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (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, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Each Holdco and each Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel Costs, which shall be limited to White & Case LLP (and one local and specialist counsel in each applicable jurisdiction where required or other additional counsel to for each group and, in the extent required due to event of a conflict of interest, one additional counsel of each type to the affected parties), ) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Arrangers (and one local counsel in each applicable jurisdiction for each group and, in the event of any conflict of interest, one additional counsel of each type to the affected parties)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date to the extent invoiced to the Borrower within one (1) Business Day of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Loans and Commitments and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single one counsel (to the Administrative Agent and one firm of local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agents, the Arrangers, each L/C Issuer and each Lender for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one counsel for all such Persons and one firm of local counsel in each relevant 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)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse (i) the Administrative Agent, the Collateral Agent and Xxxxx Fargo, in its capacity as a joint lead arranger, for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including (x) all Attorney Costs of a single counsel (Xxxxxxxxx Traurig, LLP, and one local and foreign counsel in each relevant jurisdiction where required and (y) outside consultants for the Agents consisting of one inventory appraisal firm, one real estate appraisal firm, and one field examination firm, in each case in accordance with Section 6.10(b), and (ii) the Issuing Bank for all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or other additional counsel to the extent required due to a conflict extension of interest)any Letter of Credit or any demand for payment thereunder, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Agents and outside consultants for the Agents (including, without limitation, inventory appraisal firms, real estate appraisal firms and field examination firms)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgents. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) to pay directly to the provider thereof or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Loan Documents Credit Documents, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Costs, and (b) if an Event of Default has occurred and is continuing, to pay or reimburse the Administrative Agent 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 Credit Agreement or the other Loan Credit 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 reasonable search search, filing, recording, title insurance and filing appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 11.04 shall be payable within 15 Business Days thirty days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandeddemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable and demonstrable costs and expenses Credit Party Expenses incurred in connection with (i) the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel including, in each jurisdiction where required or other additional counsel to the extent required due to a conflict case, all reasonable fees and expenses of interest)Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all costs and expenses Credit Party Expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including including, without limitation, 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)the Bankruptcy Code, and including all Attorney Costsfees and expenses of counsel to the Administrative Agent, the Collateral Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties). The foregoing costs agreements in this SECTION 9.04 shall survive the termination of the Commitments, repayment of all other Obligations and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by assignment of any portion of the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 9.4 SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be payable paid within 15 ten (10) Business Days after delivery to of receipt by the Borrowers Lead Borrower of a certificate an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail detail. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the basis for the amounts demanded. The agreements Administrative Agent in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreementits sole discretion, (i) this Section 9.4 shall not govern any indemnification or other amounts relating without notice to or attributable to taxesconsent from the Loan Parties, and (ii) all indemnification and other any amounts relating or attributable to taxes so paid shall be governed solely and exclusively by Section 3.1constitute Revolving Credit Loans hereunder.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred by such Persons in connection with the development, preparation, negotiation negotiation, syndication, and execution of this Agreement and the other Loan Documents (limited, in the case of legal costs and any amendment, waiver, consent or other modification expenses to the reasonable and documented out-of-pocket costs and expenses of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single White & Case LLP as counsel (to such Persons collectively and one local counsel to such Persons collectively as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to a conflict interests of interest), the Administrative Agent and the Collateral Agent) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent and each Lender the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any amendments, modifications, waivers or other administrative matters relating to the enforcement, attempted enforcement, Loan Documents and in connection with the enforcement or preservation (whether through negotiations, legal proceedings or otherwise) 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 LawLaw (limited in the case of legal costs and expenses to the reasonable and documented out-of-pocket costs and expenses of one primary counsel to such Persons collectively and one local counsel to such Persons collectively as reasonably necessary in each relevant jurisdiction material to the interests of the Administrative Agent and the Collateral Agent), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by search, filing, recording and title insurance charges and fees related thereto. The agreements in this Section 10.04 shall survive the Administrative Agent termination of this Agreement and the reasonable cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 9.4 10.04 shall be payable paid within 15 Business Days after delivery to thirty (30) days of receipt by the Borrowers Borrower of a certificate an invoice relating thereto setting forth such expenses in reasonable detail including backup documentation supporting such reimbursement request; provided that, with respect to the basis for the Closing Date, all amounts demanded. The agreements in due under this Section 10.04 shall survive be paid on the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything Closing Date solely to the contrary contained in this Agreement, extent invoiced to the Borrower at least three (i3) this Section 9.4 shall not govern any indemnification or other amounts relating Business Days prior to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1the Closing Date.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs (x) to pay or reimburse the Commitment Parties for such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and (y), to pay or reimburse the Administrative Agent and the other Agents for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication, execution, delivery and execution administration of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including including, in each case, all Attorney Costs of Costs, which shall be limited to (i) one primary counsel to the Administrative Agent and its Affiliates (other than Excluded Affiliates), taken as a single counsel whole, or the Administrative Agent (and its Affiliates (other than Excluded Affiliates), as applicable) and one local counsel counsel, if necessary, in any relevant jurisdiction material to the interests of the Lenders taken as a whole), in each jurisdiction where required or case excluding allocated costs of in-house counsel and (ii) in the case of other additional counsel to consultants and advisors, the extent required due to a conflict fees and expenses of interest), such persons approved by the Borrowers and (b) after the Closing Date, to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, enforcement or preservation protection 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), and including (i) all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one primary counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole, and one local counsel, if necessary, in any relevant jurisdiction material to the interests of independent public accountants the Lenders taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel in each relevant material jurisdiction to the similarly situated Persons taken as a whole and (ii) in the case of other outside experts retained consultants or advisors, the fees and expenses of such persons approved by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedBorrowers). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrowers at least three (3) Business Days prior to the Closing Date (or such later date as the Borrowers may agree in its sole discretion). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion following five Business Days’ prior written notice to or attributable the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and their respective Affiliates for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Borrower) in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and Documents, any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one firm of counsel and a single counsel (and one firm of local counsel in each any other relevant jurisdiction where required (but excluding all other Attorney Costs); provided, however, that the Arrangers and the Administrative Agent shall not be entitled to reimbursement for fees and expenses of any other third party advisor that the Administrative Agent or other additional counsel the Arrangers have engaged without the Borrower’s prior written consent (such consent not to the extent required due to a conflict of interest), be unreasonably withheld or delayed) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 9.03 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 9.03 shall not govern be paid reasonably promptly after receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 after reasonable notice thereof has been given to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1the Borrower.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by any actual conflict or interest, one additional counsel of the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Facility Agent, the Joint Mandated Lead Arrangers and each of the Lenders for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Financing Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or and thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel Milbank, Tweed, Hxxxxx & MxXxxx LLP, any one (and one 1) local counsel retained by the Facility Agent and any experts retained in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)connection herewith and therewith, and (b) to pay or reimburse the Administrative Agent Facility Agent, the Joint Mandated Lead Arrangers and each Lender for all documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Financing 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), and including all Attorney CostsCosts of counsel to the Facility Agent). The foregoing costs and expenses shall include all reasonable search search, filing and filing recording charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Facility Agent. The agreements in this Section 9.04 shall survive the termination of the Commitments and the reasonable cost repayment of independent public accountants and other outside experts retained by the Administrative Agent or any Lenderall Obligations. All amounts due under this Section 9.4 9.04 shall be payable paid within 15 ten (10) Business Days after delivery to of receipt by the Borrowers Borrower of a certificate an invoice relating thereto setting forth such expenses in reasonable detail detail. If the basis for the amounts demanded. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything Borrower fails to the contrary contained in this Agreementpay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Financing Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of the Borrower by Section 3.1the Facility Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and the Sole Bookrunner for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Xxxxx Xxxx & Xxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Sole Bookrunner and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing and filing recording charges relating to Collateral and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges (to the extent applicable) and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that, with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Each Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP, Linklaters LLP, Xxxxxxxx Kraft Xxxx Ltd and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Xxxxxx Xxx LLP, and (b) to pay or reimburse the Administrative Agent Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts of counsel to the Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or 153 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Cravath, Swaine & Xxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Each Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the Class D Arrangers and the Class E Agents for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Linklaters LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Original Syndication Agent, the Co-Documentation Agents, the Original Co-Documentation Agents, the Arrangers, the Class D Arrangers, the Class E Agents and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts of counsel to the Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) The Parent Borrower agrees if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agents the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx llp and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other 123 amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Cravath, Swaine & Xxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term Loans and the preparation, negotiation negotiation, execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxxx, Xxxx & Xxxxxxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)) and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (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, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) The Parent Borrower agrees if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agents the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx llp and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single one primary counsel (and one a single local counsel in each relevant jurisdiction where required or other additional counsel otherwise retained with the Borrower’s consent (such consent not to the extent required due to a conflict of interestbe unreasonably withheld, conditioned or delayed), ) and (b) to pay or reimburse the Administrative Agent and each Lender the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs of one firm or counsel to the Administrative Agent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction or otherwise retained with the Borrower’s consent (such costs and expenses incurred during any “workout” consent not to be unreasonably withheld, conditioned or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawdelayed), including all Attorney Costswhich may include a single special counsel acting in multiple jurisdictions). The Subject to the limitations above, the foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and or the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedCollateral Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes 10.04 shall be governed solely and exclusively paid within ten (10) Business Days of receipt by Section 3.1the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable Arrangers shall bear their own costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated). From and after the Effective Date, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to Borrowers shall pay or reimburse the Administrative Agent and each Lender and/or the Security Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a whole and solely in the case of a certificate setting forth conflict of interest, one additional counsel in reasonable detail each relevant jurisdiction to the basis for the amounts demandedaffected Indemnitees similarly situated). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within 30 days after written demand therefor (together with documentation and details supporting such reimbursement request). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree U.S. Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but not other costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interestlegal counsel), and (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, 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 Workout Attorney Costs (but no other costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenderlegal counsel). All amounts due under this Section 9.4 12.04 shall be payable within 15 ten Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandeddemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained As used in this Agreementsection, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes“Workout Attorney Costs” means all fees, expenses and disbursements of one law firm for all Persons included in the definition of Canadian L/C Issuer if they believe in good faith that separate counsel is necessary, and (ii) all indemnification and one other amounts relating or attributable law firm for the other Lenders, if they deem necessary; provided that if Required Lenders reasonably determine that a conflict of interest exists with respect to taxes shall be governed solely and exclusively any of such law firms, one additional law firm selected by Section 3.1Required Lenders.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable Arrangers shall bear their own costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated). From and after the First Amendment Effective Date, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to Company shall 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, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably 126 necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a whole and solely in the case of a certificate setting forth conflict of interest, one additional counsel in reasonable detail each relevant jurisdiction to the basis for the amounts demandedaffected Indemnitees similarly situated). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within thirty (30) days after written demand therefor (together with documentation and details supporting such reimbursement request). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Cxxxxx Xxxxxx & Rxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the L/C Issuers and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date), one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a whole and solely in the case of a conflict of interest), one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Persons) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Lead Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Lead Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of a single counsel (and one local counsel in each jurisdiction where required IntraLinks, SyndTrak, StuckyNet, or other additional counsel to the extent required due to a conflict of interest)similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable 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 reasonable search search, filing, recording, title insurance and filing appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants accountants, consultants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 9.4 12.04 shall be deemed part of the Obligations when incurred and shall be payable within 15 ten (10) Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandeddemand therefor. The agreements in this Section 12.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1Termination Date.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and 241 execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one primary counsel (which shall be Cxxxxx Xxxxxx & Rxxxxxx llp for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date) and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section ‎Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this ‎Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Agreement‎Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating 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. For the avoidance of doubt, this ‎Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Lead Arrangers and the Initial Co-Manager for all reasonable and demonstrable costs and documented in reasonable detail out-of-pocket expenses incurred prior to, on or after the Closing Date (provided that in the case of payment to be made on the Closing Date, such expenses are to be invoiced three (3) Business Days prior to the Closing Date and otherwise, within forty-five (45) days following written demand therefor (which written demand shall include presentment of a reasonably detailed invoice)) in connection with the development, syndication of the Commitments of the Lenders made available to the Borrower on the Closing Date and the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one counsel to the Administrative Agent, the Lead Arrangers (other than CoBank) and the Co-Managers taken as a whole and Attorney Costs in an amount not to exceed $40,000 of one counsel to CoBank (and, to the extent retained with the Borrower’s consent, if reasonably necessary, Attorney Costs of one single counsel (and one local counsel in each relevant jurisdiction where required or other additional (which may be a single local counsel to the extent required due to a conflict acting in multiple material jurisdictions)) (in each case, except allocated costs of interestin-house counsel), and (b) after the Closing Date, promptly following written demand (which written demand shall include presentment of a reasonably detailed invoice)) therefor, to pay or reimburse the Administrative Agent Agent, the Lead Arrangers, the Co-Managers and each Lender the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and limited in the case of legal fees and taxes related theretoexpenses, and other reasonable out-of-pocket expenses incurred by to the Attorney Costs of one counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole (and, to the extent retained with the Borrower’s consent, if reasonably necessary, one single local counsel in each relevant jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of independent public accountants and other outside experts retained by an actual or reasonably perceived conflict of interest between the Administrative Agent Agent, the Lead Arrangers, the Co-Managers and the Lenders, where the Lender or Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest and thereafter retains its own counsel, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole) (in each case, except allocated costs of in-house counsel)) (provided that, the Borrower shall not be required to reimburse the Administrative Agent, any Lender, any Lead Arranger or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery Co-Manager for any fees, costs or expenses of any third-party advisors, other than such counsel, to the Borrowers of a certificate setting forth in reasonable detail extent retained without the basis for the amounts demandedBorrower’s consent). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything If any Loan Party fails to the contrary contained in this Agreementpay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its reasonable discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Agents for all reasonable and demonstrable documented out of pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Xxxxx Xxxxxx LLP, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of counsel to the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Lender for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP and Xxxxxx, Xxxx and Xxxxxxxxx LLP, one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to a conflict interests of interest), the Lender and (b) from and after the Closing Date, 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 enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of two counsels to the Lender (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lender )). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges (to the extent applicable) and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Lender in its sole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Each of Holdings and the Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Joint Bookrunners for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel Costs, which shall be limited to White & Case LLP (and one local and specialist counsel in each applicable jurisdiction where required or other additional counsel to for each group and, in the extent required due to event of a conflict of interest, one additional counsel of each type to the affected parties), ) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Lead Arrangers (and one local counsel in each applicable jurisdiction for each group and, in the event of any conflict of interest, one additional counsel of each type to the affected parties). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 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; provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date to the extent invoiced to the Borrower within one (1) Business Day of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Parent Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the other Agents for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred on or after the Closing Date (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, which shall be limited to Xxxxxx, Xxxxxx & Xxxxxxx LLP and, if necessary, one firm of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)any relevant material jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Parent Borrower, to promptly pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole (and, if necessary, one firm of independent public accountants and other outside experts retained by local counsel to the Administrative Agent or and Lenders taken as a whole in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel in each relevant jurisdiction to the Borrowers each group of similarly situated affected persons taken as a certificate setting forth in reasonable detail the basis for the amounts demandedwhole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) Business Days following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the contrary contained Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other 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 this Agreementits sole discretion. This Section 10.04 shall not apply to Taxes, or amounts excluded from the definition of Taxes pursuant to clauses (i) this through (vii) of the first sentence of Section 9.4 shall not govern any indemnification or other amounts relating 3.01(a), that are imposed with respect to payments to or attributable to taxesfor the account of any Agent or any Lender under any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes which, in each case, shall be governed solely and exclusively by Section 3.13.01. This Section 10.04 also shall not apply to Other Taxes or to taxes covered by Section 3.04.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one counsel (to the Arrangers and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other 156 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one counsel (to the Arrangers and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but not other costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interestlegal counsel), and (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, 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 Additional Attorney Costs (but no other costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenderlegal counsel). All amounts due under this Section 9.4 11.04 shall be payable within 15 ten Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandeddemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained As used in this Agreementsection, (i) this Section 9.4 shall not govern “Additional Attorney Costs” means all fees, expenses and disbursements of one law firm for the other Lenders, if they deem necessary; provided that if Required Lenders reasonably determine that a conflict of interest exists with respect to any indemnification or other amounts relating to or attributable to taxesof such law firms, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively one additional law firm selected by Section 3.1Required Lenders.

Attorney Costs and Expenses. The Borrowers agree Each Holdco and each Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel Costs, which shall be limited to White & Case LLP (and one local and specialist counsel in each applicable jurisdiction where required or other additional counsel to for each group and, in the extent required due to event of a conflict of interest, one additional counsel of each type to the affected parties), ) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Arrangers (and one local counsel in each applicable jurisdiction for each group and, in the event of any conflict of interest, one additional counsel of each type to the affected parties). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date to the extent invoiced to the Borrower within one (1) Business Day of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Each Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Cxxxxx Xxxxxx & Rxxxxxx llp and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Linklaters LLP, and (b) to pay or reimburse the Administrative Agent Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts of counsel to the Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by any actual conflict or interest, one additional counsel of the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arranger for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one counsel (to the Agents and the Arranger and one local counsel to the Agents and the Arranger as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Agents and the Lenders and one local counsel to the Agents and the Lenders as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search and filing documented out-of-pocket search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the resignation and removal of either Agent, the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due and payable under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree (a) The Parent Borrower agrees to pay or reimburse the Administrative Agent Agent, the Syndication Agents and the Arranger for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxxx Xxxx & Xxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent Agents and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, L/C Issuers, the Global Coordinators and the Joint Bookrunners for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of Costs, which shall be limited to one counsel for the Administrative Agent, the Global Coordinators and the Joint Bookrunners, taken as a single counsel (whole, and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders, taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, L/C Issuers, the Global Coordinators, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in clxxix LEGAL02/43062751v1 connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Global Coordinators and the Joint Bookrunners, taken as a whole (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing and filing recording charges relating to Collateral and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Company and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Company within three Business Days of the Closing Date. If the Borrower or any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating payable by it hereunder or under any Loan Document, such amount may be paid on behalf of the Borrower or such Loan Party by the Administrative Agent in its sole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, each Documentation Agent, the Joint Bookrunners and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by any actual conflict or interest, one additional counsel of the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agents and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Shearman & Sterling LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agents, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 Toyota – Three Year Credit Agreement (2015) Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable and demonstrable reasonable, documented out-of-pocket costs and expenses, including all reasonable fees, out-of-pocket expenses and disbursements of any law firm or other external counsel, incurred in connection with the development, preparation, negotiation and execution of this Agreement and Agreement, the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable, 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 reasonable, out-of-pocket 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 Lawof the type described in Section 8.1(d)), including obtaining, maintaining, protecting and preserving Lender’s interest or security interest in the Collateral foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral or in exercising its rights hereunder or as secured party under the UCC or any other applicable Law, in each case, including all Attorney Costsreasonable fees, out-of-pocket expenses and disbursements of any law firm or other external counsel. The foregoing costs and expenses shall include all reasonable search reasonable, out-of-pocket search, filing, recording, audit and filing appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Xxxxxx and the reasonable cost of independent public accountants and other outside experts retained by Xxxxxx to the Administrative Agent or any Lenderextent permitted to be retained by Xxxxxx and reimbursed by Borrower hereunder. All amounts due under this Section 9.4 9.1 shall be payable within 15 seven (7) Business Days after delivery written demand therefor to the Borrowers of Borrower, accompanied by a certificate setting forth in reasonable detail the basis for the reasonably detailed accounting thereof; provided that amounts demanded. The agreements in paid under this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes 9.1 shall be governed solely and exclusively by excluded from any claim for indemnification under Section 3.19.2.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section 9.4 shall survive the termination of the Aggregate 92 Toyota – Three Year Credit Agreement (2021) Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent DynCorp Funding LLC, in its capacity as both Lender and Secured Party, for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel which shall be limited to Xxxxxxx Xxxx & Xxxxx LLP (and one local counsel in each applicable jurisdiction where required or other additional counsel to and, solely in the extent required due to a event of an actual conflict of interest), one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole) and (b) from and to the Closing Date, to pay or reimburse the Administrative Agent DynCorp Funding LLC, in its capacity as both Lender and each Lender Secured Party for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the the Secured Parties). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Lender and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedSecured Parties. The agreements in this Section 8.7 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything Subject to the contrary contained in this Intercreditor Agreement, (i) all amounts due under this Section 9.4 8.7 shall not govern be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 8.7 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Lender in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable and demonstrable documented out of pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Mxxxx & 164 Vxx Xxxxx PLLC, and (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, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of counsel to the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Bridge Loan Documents Documents, the Exchange Note Indenture or the Exchange Notes, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Milbank, Tweed, Xxxxxx & XxXxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Bridge Loan Documents Documents, the Exchange Note Indenture or the Exchange Notes (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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related theretoreasonable, in the case of Section 9.04(a), and all other reasonable documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in Section 2.06(d) and this Section 9.04 shall survive the termination of the Aggregate Commitments and repayment of all other Loan Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 9.04 shall not govern be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Bridge Loan Document, and (ii) all indemnification and other amounts relating the Exchange Note Indenture or attributable to taxes shall the Exchange Notes, such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Restatement Effective Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Shearman & Sterling LLP and one local counsel in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest)whole, and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of one counsel to the Administrative Agent and the Arrangers). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Each Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and their respective Affiliates for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Borrower) in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one firm of counsel and a single counsel (and one firm of local counsel in each any other relevant jurisdiction where required (but excluding all other Attorney Costs); provided, however, that the Arrangers and the Administrative Agent shall not be entitled to reimbursement for fees and expenses of any other third party advisor that the Administrative Agent or other additional counsel the Arrangers have engaged without the Borrowers’ prior written consent (such consent not to the extent required due to a conflict of interest), be unreasonably withheld or delayed) and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of counsel to the Agents, Lenders and Arrangers taken as a whole and, if reasonably necessary, one firm of local counsel to the Agents, Lenders and Arrangers taken as a whole in each relevant jurisdiction, and solely in the case of an actual or perceived conflict of interest, one additional firm of counsel to each group of similarly situated affected Persons and, if applicable, one additional firm of local counsel in each relevant jurisdiction for such affected group of Persons. The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 9.03 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 9.03 shall not govern be paid reasonably promptly after receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 after reasonable notice thereof has been given to the Borrowers. This Section 9.03 shall not apply to Indemnified Taxes, or attributable to taxesExcluded Taxes, and (ii) all indemnification and other amounts relating or attributable to taxes which, in each case, shall be governed solely and exclusively by Section 3.12.17. This Section 9.03 also shall not apply to taxes covered by Section 2.15.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable Arrangers shall bear their own costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated). From and after the Amendment Effective Date, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to Company shall 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, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a whole and solely in the case of a certificate setting forth conflict of interest, one additional counsel in reasonable detail each relevant jurisdiction to the basis for the amounts demandedaffected Indemnitees similarly situated). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within thirty (30) days after written demand therefor (together with documentation and details supporting such reimbursement request). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation syndication, execution, delivery and execution administration of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Shearman & Sterling LLP and one other local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including (i) prior to the occurrence and continuance of an Event of Default, one counsel to the Administrative Agent and the Lenders (and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney CostsCosts of counsel to the Agents and the Lenders. The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 11.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Arrangers and the Administrative Agent for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby by any such amendment, waiver, consent or thereby other modification are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all but limited, in the case of legal fees and expenses to Attorney Costs of a single Xxxxxxx Xxxxxxx & Xxxxxxxx LLP incurred on or prior to the Closing Date or in connection with matters incident to the closing and thereafter to one (1) counsel to the Administrative Agent, and, if necessary, of one (and one 1) local counsel in each relevant material jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (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, attempted enforcement, or preservation enforcement 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 but limited, in the case of legal fees and expenses, to the Attorney CostsCosts of one (1) counsel to the Administrative Agent and, solely in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents, one (1) additional counsel to the Lenders, taken as a whole, and, if necessary, one (1) local counsel to the Administrative Agent and, solely in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents, one (1) additional local counsel to the Lenders, taken as a whole, in each relevant material jurisdiction (and, solely in the case of an actual or potential conflict of interest, one (1) additional counsel to the affected Lenders, taken as a whole). The foregoing costs and expenses shall include all reasonable search search, filing, recording, title insurance and filing appraisal charges and fees and taxes Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 9.4 10.04 shall be payable paid within 15 Business Days after delivery to thirty (30) days following receipt by the Borrowers Borrower of a certificate setting forth in written demand therefor (together with reasonable detail the basis for the amounts demandedbackup documentation). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1Termination Date.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and demonstrable costs documented out-of-pocket fees and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and therebythereby (limited, including all Attorney Costs in the case of costs and expenses of counsel, to the reasonable and documented fees and out-of-pocket expenses of a single firm of outside counsel (collectively for the Administrative Agent and one the Arrangers and, in addition, a single firm of outside local counsel in each any applicable jurisdiction where required or other additional as to which such parties collectively reasonably determine that local counsel to the extent required due to a conflict of interest), is appropriate) and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses (which may include, to the extent reasonably incurred, 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 and the cost of independent public accountants and other outside experts) 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 obligations of the Borrower hereunder or under any of the other Loan Documents and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs reasonable and expenses shall include all reasonable search and filing charges and documented fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost costs of independent public accountants and other outside experts retained by the Administrative Agent or any Lendercounsel. All amounts due under this Section 9.4 10.5 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandednot later than 30 days following written demand. The agreements in this Section 10.5 shall survive the termination of the Aggregate Total Revolving Credit Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1obligations.

Attorney Costs and Expenses. The Borrowers agree agree, (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses (with backup documentation supporting such request) incurred on or prior to the Closing Date in connection with the development, preparation, negotiation negotiation, syndication, execution, and execution delivery of this Agreement and the other Loan Documents and Documents, and, thereafter, in the case of the Administrative Agent, in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and Costs, which shall be limited to Xxxxx & Xxxxx LLP and, if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel to the extent required due to a conflict of interest), acting in multiple jurisdictions) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the L/C Issuers and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses (with backup documentation supporting such request) following the occurrence and during the continuance of an Event of Default incurred in connection with the enforcement, attempted enforcement, enforcement or preservation protection 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 , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery Lenders taken as a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the Borrowers interests of the Lenders taken as a certificate setting forth in reasonable detail the basis for the amounts demandedwhole). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within 30 days following receipt by either Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due in accordance with the immediately preceding sentence any costs, expenses or other amounts relating expressly payable by it under this Section 10.04, to or attributable the extent such payment is not being contested by any Loan Party, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion following five (5) Business Days’ prior written notice to taxesthe applicable Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agents for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent Agents and each any Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the any other Loan Documents Document (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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses agreements in this Section 10.04 shall include survive the repayment of all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 9.4 10.04 shall be payable within 15 Business Days after delivery to paid promptly following receipt by the Borrowers Borrower of a certificate an invoice relating thereto setting forth such expenses in reasonable detail detail. If the basis for the amounts demanded. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything Borrower fails to the contrary contained in this Agreementpay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any other Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of the Borrower by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation syndication, execution, delivery and execution administration of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Shearman & Sterling LLP and one other local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief LawLaw but limited to the Attorney Costs of one counsel to the Administrative Agent and the Lenders (and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 11.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) The Parent Borrower agrees to pay or reimburse the Administrative Agent, the Syndication Agents the Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of the Existing Credit Agreement, this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under the Existing Credit Agreement, 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by including Attorney Costs but limited to those of one counsel to the Administrative Agent Agents and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Amendment and Restatement Effective Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the Co-Manager for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole and (b) from and after the Amendment and Restatement Effective Date, 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, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a certificate setting forth in reasonable detail the basis for the amounts demandedwhole). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything 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; provided that, with respect to the contrary contained in this AgreementAmendment and Restatement Effective Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Amendment and Restatement Effective Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Amendment and Restatement Effective Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers jointly and severally agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the L/C Issuers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and one local counsel in each relevant material jurisdiction where required or other additional counsel (which to the extent required due to necessary, may include a conflict of interest), single special counsel acting for multiple jurisdictions) and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers, each L/C Issuer and each Lender the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such fees, costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such fees, costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one firm of outside counsel to the Administrative Agent (and one local counsel in each relevant material jurisdiction (which to the extent necessary may include a single special counsel acting for multiple jurisdictions)) (and, in the case of an actual or reasonably perceived conflict of interest, where the Person(s) affected by such conflict notifies the Borrower Representative of the existence of such conflict, by one additional firm of counsel for all such affected Persons)). The foregoing fees, costs and expenses shall include all reasonable search search, filing and filing recording charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within thirty (30) days of receipt by the Borrower Representative of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date) and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a conflict of interest), whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section ‎Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this ‎Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the contrary contained in extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Agreement‎Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating 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. For the avoidance of doubt, this ‎Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Documentation Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), Xxxxxxx Xxxxxx & Xxxxx LLP and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers, the Syndication Agent, the Documentation Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of counsel to the Administrative Agent Agent, the Arrangers, the Syndication Agent, the Documentation Agents and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedLenders). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The applicable Borrowers jointly and severally agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the L/C Issuers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx & Xxxxxxx LLP and one local counsel in each appropriate jurisdiction where required or other additional counsel (which to the extent required due to necessary, may include a conflict of interest), single special counsel acting for multiple jurisdictions) and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers, each L/C Issuer and each Lender the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such fees, costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such fees, costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one firm of outside counsel to the Administrative Agent (and one local counsel in each appropriate jurisdiction (which to the extent necessary may include a single special counsel acting for multiple jurisdictions)) (and, in the case of a conflict of interest, where the Person(s) affected by such conflict notifies the Borrower Representative of the existence of such conflict, by one additional firm of counsel for all such affected Persons)). The foregoing fees, costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten (10) Business Days of receipt by the Borrower Representative of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-out- of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section 9.4 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.Aggregate

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation syndication, execution, delivery and execution administration of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Shearman & Sterling LLP and one other local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including (i) prior to the occurrence and continuance of an Event of Default, one counsel to the Administrative Agent and the Lenders (and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney CostsCosts of counsel to the Agents and the Lenders. The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and Aquilex Holdings LLC - Credit Agreement repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 11.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date and funding of the initial Credit Extension hereunder occurs, to pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable and demonstrable costs and documented in reasonable detail out-of-pocket expenses incurred prior to, on or after the Closing Date (provided that in the case of payment to be made on the Closing Date, such expenses are to be invoiced three (3) Business Days prior to the Closing Date and otherwise, within thirty (30) days following written demand therefor) in connection with the development, preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one counsel to the Administrative Agent and the Lead Arranger taken as a whole (and, to the extent reasonably deemed necessary by the Administrative Agent, of a single counsel (and one local counsel in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Administrative Agent and the Lead Arranger taken as a conflict whole (which may be a single local counsel acting in multiple material jurisdictions)) (in each case, except allocated costs of interest)in-house counsel) and no other advisors, and (b) after the Closing Date, promptly following written demand therefor, to pay or reimburse the Administrative Agent Agent, the Lead Arranger and each Lender the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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)Law or an Australian Insolvency Event in relation to an Australian Loan Party, including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable limited in the case of out-of-pocket expenses incurred by legal fees and expenses, to the Attorney Costs of one counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole and of independent public accountants and other outside experts retained by a single local counsel in each relevant jurisdiction material to the interests of the Administrative Agent and the Lenders taken as a whole (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of an actual or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery reasonably perceived conflict of interest between the Administrative Agent, the Lead Arranger and the Lenders, where the Lender or Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest and thereafter retain its or their own counsel, one additional counsel in each relevant material jurisdiction to the Borrowers each group of affected Lenders similarly situated taken as a certificate setting forth whole) (in reasonable detail the basis for the amounts demandedeach case, except allocated costs of in-house counsel) and no other advisors). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything If any Loan Party fails to the contrary contained in this Agreementpay when due any costs, (i) this Section 9.4 shall not govern any indemnification expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Bookrunners for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel Cxxxxx Xxxxxx & Rxxxxxx llp (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and, if necessary, one local and foreign counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel to acting in multiple jurisdictions) for the extent required due to Administrative Agent and the Lenders taken as a conflict of interest), whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all respective Attorney Costs. The foregoing costs and expenses , which shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost of independent public accountants Lenders taken as a whole and other outside experts retained by the Administrative Agent or one local counsel as reasonably necessary in any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery relevant jurisdiction material to the Borrowers interests of the Lenders taken as a certificate setting forth in reasonable detail the basis for the amounts demandedwhole). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything 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; provided that, with respect to the contrary contained in this AgreementClosing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Date (or such shorter period as the Borrower may agree). If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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 discretion. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent costs and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxxx & Xxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Commitments and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver, notarization and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arranger, the L/C Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arrangers for all reasonable and demonstrable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single counsel (Costs, which shall be limited to Cxxxxx Xxxxxx & Rxxxxxx LLP and one local counsel in each applicable jurisdiction where required or other additional counsel to and, solely in the extent required due to a event of an actual conflict of interest), one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) of any rights or remedies under 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), and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the Arrangers, the Amendment No. 3 Arrangers and the Amendment No. 5 Arranger (and one local counsel in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons, taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other All amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.due under this

Attorney Costs and Expenses. The Borrowers Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Loans and Bridge Commitments and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single firm of counsel (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes 10.04 shall be governed solely and exclusively paid within ten (10) Business Days of receipt by Section 3.1the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the L/C Issuers and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of a single Costs, which shall be limited to one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date), one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due to interests of the Lenders taken as a whole and solely in the case of a conflict of interest), one additional counsel in each relevant jurisdiction that is material to each group of 4849-7283-2717 239 similarly situated affected Persons) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) 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), and including all respective Attorney CostsCosts which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Lead Borrower and to the contrary contained in this Agreementextent reasonably available, (i) backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 9.4 10.04 shall not govern be paid on the Closing Date solely to the extent invoiced to the Lead Borrower within three Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating 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. For the avoidance of doubt, this Section 10.04 shall not apply to or attributable to taxesTaxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrowers agree shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Mettler-Toledo International agrees (a) to pay or reimburse the Administrative thx Xxxxxxxxxxxive Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of the commitment letter related to this Agreement, the Fee Letter, this Agreement and the other Loan Documents Documents, the syndication of the Loans, the due diligence related thereto, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required Costs, whether invoiced for payment at the Closing or other additional counsel to the extent required due to a conflict of interest)subsequently invoiced, and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search search, filing, recording, title insurance and filing appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 10.04 shall be payable within 15 Business Days thirty days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandeddemand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable and demonstrable costs and expenses Credit Party Expenses incurred in connection with (i) the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel including, in each jurisdiction where required or other additional counsel to the extent required due to a conflict case, all reasonable fees and expenses of interest)Xxxxxx & Xxxxxxxxxx LLP and Xxxxxx Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all costs and expenses Credit Party Expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including including, without limitation, 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)the Bankruptcy Code, and including all Attorney Costsfees and expenses of counsel to the Administrative Agent, the Collateral Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties). The foregoing costs agreements in this SECTION 9.04 shall survive the termination of the Commitments, repayment of all other Obligations and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by assignment of any portion of the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 9.4 SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be payable paid within 15 ten (10) Business Days after delivery to of receipt by the Borrowers Lead Borrower of a certificate an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail detail. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the basis for the amounts demanded. The agreements Administrative Agent in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreementits sole discretion, (i) this Section 9.4 shall not govern any indemnification or other amounts relating without notice to or attributable to taxesconsent from the Loan Parties, and (ii) all indemnification and other any amounts relating or attributable to taxes so paid shall be governed solely and exclusively by Section 3.1constitute Revolving Credit Loans hereunder.

Attorney Costs and Expenses. The Borrowers agree Parent Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Lead Arrangers for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (Xxxxx Xxxx & Xxxxxxxx LLP and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Costs of one counsel to the Administrative Agent and the reasonable cost Lenders (and one local counsel in each applicable jurisdiction and, in the event of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery actual conflict of interest, one additional counsel to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedaffected parties)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid promptly following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating or attributable to taxes shall such amount may be governed solely and exclusively paid on behalf of such Loan Party by Section 3.1the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Revolver Agent and the Lead Arrangers for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the development, syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiation execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single Xxxxx Xxxx & Xxxxxxxx llp (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and one local and foreign counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest)relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Revolver Agent the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with any “workout” workout or restructuring in respect of the Obligations Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including and, in the case of legal fees, limited to all Attorney CostsCosts of one counsel for all such Persons (and, in the case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern 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 indemnification Loan Party fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party by the Administrative Agent or attributable to taxes shall be governed solely and exclusively by Section 3.1.Revolver Agent, as applicable, in its sole discretion. 218

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and demonstrable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel (and one local counsel in each jurisdiction where required or other additional counsel to the extent required due to a conflict of interest), and (b) to pay or reimburse the Administrative Agent 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 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 reasonable search and filing charges and fees and taxes related thereto, and other reasonable out-out- of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demanded. The agreements in this Section 9.4 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary Toyota – Five Year Credit Agreement (2022) contained in this Agreement, (i) this Section 9.4 shall not govern any indemnification or other amounts relating to or attributable to taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1.

Attorney Costs and Expenses. The Borrowers agree (a) to pay or reimburse (i) the Administrative Agent, the Collateral Agent and Xxxxx Fargo, in its capacity as a joint lead arranger, for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including (x) all Attorney Costs of a single counsel (Xxxxxxxxx Traurig, LLP, and one local and foreign counsel in each relevant jurisdiction where required and (y) outside consultants for the Agents consisting of one inventory appraisal firm, one real estate appraisal firm, and one field examination firm, in each case in accordance with Section 6.10(b), and (ii) the Issuing Bank for all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or other additional counsel to the extent required due to a conflict extension of interest)any Letter of Credit or any demand for payment thereunder, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 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), and including all Attorney CostsCosts of counsel to the Agents and outside consultants for the Agents (including, without limitation, inventory appraisal firms, real estate appraisal firms and field examination firms)). The foregoing costs and expenses shall include all reasonable search search, filing, recording and filing title insurance charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery to the Borrowers of a certificate setting forth in reasonable detail the basis for the amounts demandedAgents. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, (i) All amounts due under this Section 9.4 10.04 shall not govern be paid within ten Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any indemnification Loan Party or Guarantor fails to pay when due any costs, expenses or other amounts relating to payable by it hereunder or attributable to taxesunder any Loan Document, and (ii) all indemnification and other amounts relating such amount may be paid on behalf of such Loan Party or attributable to taxes shall be governed solely and exclusively such Guarantor by Section 3.1.the Administrative Agent in its sole discretion. 220