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 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 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 and the Lead Arrangers 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 two (2) Business Days prior to the Closing Date and otherwise, within thirty (30) days following written demand therefor) 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 and the Lead Arrangers taken as a whole (and, to the extent retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), of a 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 therefor, to pay or reimburse the Administrative Agent Agent, the Lead Arrangers 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 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, to the extent retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), of independent public accountants and other outside experts retained by a 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 an actual or perceived conflict of interest between the Administrative Agent Agent, the Lead Arrangers 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, other than in connection with an enforcement of any rights or remedies under, and in accordance with, this Agreement and the other Loan Documents, the Borrower shall not be required to reimburse the Administrative Agent, any Lender or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery Lead Arranger 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 (such consent not to be unreasonably withheld or delayed)). 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) 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 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) 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 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) 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 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 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) 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 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 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 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 (without duplication) incurred in connection with the development, preparation, negotiation negotiation, 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 (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel acting in multiple jurisdictions) material to the extent required due interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to a conflict of interest)be unreasonably withheld, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Lead Arrangers, the L/C Issuers 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 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 (i) a single firm 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 Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the Borrowers interests of the Lenders taken as a certificate setting forth whole and, (iii) solely in reasonable detail the basis for the amounts demandedcase of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). 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 Business Days following 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 discretion following five Business Days’ prior written notice to or attributable the 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 (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 (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 Borrower agrees (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 Initial Term Loans and 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 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 relevant jurisdiction, and, in the case of an actual or reasonably perceived conflict of interest where required or other each affected party notifies the Borrower of such conflict, one additional counsel to for all such affected parties, in each case for the extent required due to a conflict of interest), Administrative Agent and the Lead Arrangers and (b) to pay or reimburse the Administrative Agent Agent, the Lead Arrangers, 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 or Letters of Credit, 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 and the Lenders and their respective Affiliates, taken as a whole (which firm of counsel shall be selected by the Administrative Agent) and, solely in the case of an actual or potential conflict of interest, one additional counsel to all such affected Persons, taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Persons, taken as a whole). The foregoing costs and expenses shall include all reasonable search and filing 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, 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 agree (a) if the Closing Date occurs, to pay or reimburse (x) the Commitment Parties for such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and (y) the Administrative Agent Agent, the Swing Line Lender, the Issuing Banks 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, the reasonable fees and expenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and the Administrative Agent’s standard charges for examination activities and appraisal reviews 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 Agent, the Swing Line Lenders, the Issuing Banks 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 Total Revolving Credit 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 (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 (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 (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 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 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 any 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 to the affected Indemnitees similarly situated) and (b) 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 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 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 Borrower within three (3) Business Days prior to 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 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 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 (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the Closing Date, 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 (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, the Collateral Agent and each Lender Lender, taken as a whole, 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, the Collateral Agent and the Lenders, taken as a whole (and, if reasonably necessary, one local counsel 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 material jurisdiction to each group of affected Lenders similarly situated 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 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 thirty (30) days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Parent 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 Parent 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, 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 the extent the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Lead 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 Lead 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 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 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 (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 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 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 Hunton & Xxxxxxxx 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, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. The agreements in this Section 10.04 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of, or assignment of rights by, any Lender, the termination of the Aggregate Commitments and (ii) the repayment, satisfaction or discharge of all indemnification and the other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1Obligations.

Attorney Costs and Expenses. The Borrowers agree Borrower agrees (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 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 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 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 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 Parent Borrower agrees (a) if the Effective 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 Effective 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 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 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 Effective 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 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), 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 in this AgreementEffective Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Effective Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days prior to the 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 Credit Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Taxes that are the subject of, or attributable to taxes, and (ii) all indemnification and other amounts relating excluded from Sections 3.01 or attributable to taxes shall be governed solely and exclusively by Section 3.13.04.

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 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) if the Original 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 (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 Original 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 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 AgreementOriginal Closing Date, (i) all amounts due under this Section 9.4 10.04 shall not govern be paid on the Original Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Original 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 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, (1) to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent, the Senior Managing Agent, the Arrangers and the Bookrunners and their respective Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation 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), and the consummation and administration of the transactions contemplated hereby and thereby, including including, in each case, all Attorney Costs Costs, which shall be limited to (i) counsel to each of DBNY and BNYM in connection with the Agency Transfer and (ii) counsel to the Administrative Agent and its Affiliates, one counsel to the Syndication Agent, the Documentation Agent, the Senior Managing Agent, the Arrangers and the Bookrunners and their respective Affiliates, taken as a single counsel (and whole, and, if reasonably necessary, 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) 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 costs reasonable and documented out-of-pocket costs, charges 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 costs, charges 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 , which shall be limited to (i) counsel to each of DBNY and expenses shall include all reasonable search BNYM in connection with the Agency Transfer and filing charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by (ii) Attorney 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 its Affiliates 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 whole and, solely in reasonable detail the basis for the amounts demandedcase of an actual conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). 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 following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail (provided that the Lender need not be required to disclose any confidential information or to the contrary contained in this Agreementextent prohibited by law or regulation); provided that, (i) 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 two Business Days of the Closing Date. If any indemnification Loan Party fails to pay when due any costs, charges, 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 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 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 Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Documentation Agents, the Arrangers and the Bookrunners for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses (without duplication) 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 all Attorney Costs of a single counsel (and White & Case LLP and, if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel acting in multiple jurisdictions) 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 L/C Issuers 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 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 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 whole and, solely in reasonable detail the basis for the amounts demandedcase of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected 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 within 30 days 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 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 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 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 (without duplication) incurred in connection with the development, preparation, negotiation negotiation, 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 (i) Xxxxxx Xxxxxx & Xxxxxxx llp and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel acting in multiple jurisdictions) material to the extent required due interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to a conflict of interest)be unreasonably withheld, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent Agent, the Lead Arrangers, the L/C Issuers 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 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 (i) a single firm 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 Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the Borrowers interests of the Lenders taken as a certificate setting forth whole and, (iii) solely in reasonable detail the basis for the amounts demandedcase of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). 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 Business Days following 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 discretion following five Business Days’ prior written notice to or attributable the 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) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Issuing Banks for all reasonable and demonstrable costs and documented in reasonable detail out-of-pocket expenses incurred on or after the Closing Date 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 a single one primary counsel (and and, if reasonably necessary, 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 interestwhole (which may be a single local counsel acting in multiple material jurisdictions), and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks 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, 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 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 Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the reasonable cost Lenders taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of independent public accountants and other outside experts retained by an actual or perceived conflict of interest between the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the Lenders, where the Person or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery Persons affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to the Borrowers each group of affected Persons similarly situated 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 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 such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. Expenses shall be governed solely deemed to be documented in reasonable detail only if they provide the detail required to enable the Borrower, acting in good faith, to determine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and exclusively by Section 3.1each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, including a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including fees paid pursuant to this Agreement or any other Loan Document.

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, 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 Costs, which shall be limited to a single firm of New York counsel (to the Administrative Agent and Collateral Agent and, if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional (which may include a single special counsel acting in multiple jurisdictions) 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 L/C Issuers 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 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 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 whole and, solely in reasonable detail the basis for the amounts demandedcase of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). 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 shall be paid within 30 days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to 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 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 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 (a) Borrower agrees to pay or reimburse (a) the Administrative Agent Agent, the Lead Arrangers and the Syndication Agents for all reasonable and demonstrable documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term Loans and Revolving Credit Loans (including reasonable and documented out of pocket travel expenses) and the preparation and negotiation of this Agreement and the other Loan Documents entered into on or about, or prior to, the Closing Date (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and in each case subject, if the Closing Date does not occur, to the amount separately agreed between such counsel and the Borrower) and, if necessary, one local and foreign counsel in each relevant jurisdiction, (b) the Agents and the Lenders for all reasonable and documented or invoiced 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 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 enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout in respect of the Loans, 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 of one counsel to the Agents and the Lenders and, if necessary, one local and foreign counsel in each relevant jurisdiction and, in the event of a potential conflict of interest where the Lender affected by such conflict informs the Borrower of such conflict, such additional counsels as are reasonably required, and (c) the Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including all Attorney CostsCosts of one counsel to the Agents and, if necessary, one local and foreign counsel in each relevant jurisdiction. 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 and the Lead Arranger 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 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), 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 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 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 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 and the Lead Arrangers for all reasonable and demonstrable costs and documented in reasonable detail out-of-pocket expenses incurred on or after the Closing Date (promptly upon 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 a single counsel (and Xxxx Xxxxxxxx LLP and, if reasonably necessary, 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 interestwhole (which may be a single local counsel acting in multiple material jurisdictions), and (b) to pay or reimburse the Administrative Agent and each Lender the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses (promptly following written demand therefor) 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 limited in the case of 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 to those of one counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of independent public accountants and other outside experts retained by an actual conflict of interest between the Administrative Agent and the Lenders, where the Lender or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to the Borrowers each group of affected Persons similarly situated taken as a certificate setting forth in reasonable detail the basis for the amounts demandedwhole)). 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 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. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent or any Lender may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent or such Lender, including, without limitation, fees paid pursuant to this Agreement or attributable to taxes, and (ii) all indemnification and any other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1Loan Document.

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.

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 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 Borrower agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners and their respective Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation 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), 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 one primary counsel to the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners and their respective Affiliates, taken as a single counsel whole, or the Administrative Agent (and its Affiliates), as applicable, and, if reasonably necessary, one local counsel in each relevant jurisdiction where required or other additional counsel material to the extent required due interests of the Lenders taken as a whole or otherwise retained with the Borrower’s consent (not to a conflict of interest)be unreasonably withheld, delayed or conditioned 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, 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 all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent, and if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, solely in the case of an actual conflict of interest, where the Lenders affected by such conflict notify the Borrower of the existence of such conflict and thereafter, after receipt of the Borrower’s consent (which consent shall not be unreasonably withheld or delayed), 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 one additional counsel to each group 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 demandedsimilarly situated affected parties). 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 following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail (provided that the Lender need not be required to disclose any confidential information or to the contrary contained in this Agreementextent prohibited by law or regulation); provided that, (i) 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 two 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 discretion following five Business Days’ prior written notice to or attributable the 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 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) 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 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 (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 (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers and their respective Affiliates 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 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 (i) Cravath, Swaine & Xxxxx LLP, (ii) Xxxxx Xxxxx LLP, (iii) Xxxxx Xxxxx International LLP and (iv) GANADO Advocates (and a single counsel (and one local counsel in each other relevant jurisdiction where required or other additional counsel otherwise retained with the Maltese Borrower’s prior written 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 Agent, the Collateral Agent, the L/C Issuers 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 Attorney Costs of one firm of counsel to the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders, taken as a whole, and, to the extent required, one firm of local counsel in each relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Maltese Borrower’s prior written consent (such costs and expenses incurred during any “workout” consent not to be unreasonably withheld, conditioned or restructuring in respect of delayed). Subject to the Obligations and during any legal proceedinglimitations above, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The 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 10 Business Days of receipt by Section 3.1the Maltese 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 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 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 (a) to pay or reimburse the Engagement Parties for such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and 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) 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 & 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 (but limited in the case of such legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, Collateral Agent, Lead Arrangers and Lenders taken as a whole and, if reasonably necessary, one local counsel for the Administrative Agent, Collateral Agent, Lead Arrangers and Lenders taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, 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). 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 any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments, the repayment of all other Obligations and the resignation or removal of the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderCollateral Agent. 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, if requested by the basis for Borrower and to the extent reasonably available, backup documentation supporting such reimbursement request; provided that, with respect to the Closing Date, all amounts demanded. The agreements in due under this Section 10.04 shall survive be paid on the termination Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Aggregate Commitments and repayment of all other ObligationsClosing Date. 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 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 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 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 (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 (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arranger and the Bookrunner (without duplication) for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, execution, delivery and execution administration of this Agreement and the other Loan Documents, and the consummation and administration of the transactions contemplated hereby and thereby, which in the case of (i) Attorney Costs, which shall be limited to Winston & Xxxxxx LLP and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and counsel otherwise retained with the Lead Borrower’s consent, and (ii) fees and expenses related to any other advisor or consultant, solely to the extent the Lead Borrower has consented (not to be unreasonably withheld) to the retention or engagement of such Person and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or 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 and in the case of (i) all respective 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 limited to Attorney Costs of one counsel to the Administrative Agent and the reasonable cost Lenders taken as a whole and, if reasonably necessary, one local counsel in each relevant material jurisdiction and, solely in the case of independent public accountants any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties, and (ii) fees and expenses related to any other outside experts retained by the Administrative Agent advisor or any Lender. All amounts due under this Section 9.4 shall be payable within 15 Business Days after delivery consultant, solely to the Borrowers extent the Lead Borrower has consented (not to be unreasonably withheld) to the retention or engagement of a certificate setting forth in reasonable detail the basis for the amounts demandedsuch Person. 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 following 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 solely to the extent invoiced to the Lead Borrower within three Business Days of the Closing Date (or such shorter period agreed by the Lead 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 discretion following five Business Days’ prior written notice to or attributable the Lead 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 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 shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Xxxxxxx-Xxxxxx International agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers 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 Letters, 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 Agent, the Joint Lead Arrangers, the L/C Issuers 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; provided that Attorney Costs with respect to this Section 10.04(b) shall be limited to the reasonable fees, expenses and disbursements of no more than one counsel for the Administrative Agent and the Joint Lead Arrangers (in addition to counsel for the Administrative Agent in each applicable non-U.S. jurisdiction in which a Borrower is organized), and one counsel for the L/C Issuers and the Lenders (unless, as reasonably determined by such counsel for the L/C Issuers and the Lenders, representation of any of the L/C Issuers or the Lenders by such counsel would be inappropriate due to actual or potential conflicts of interest between such L/C Issuer or Lender as the case may be, and any other L/C Issuer or Lender(s), in which case such L/C Issuer or Lender, as applicable, shall have the right to employ separate counsel, at the Borrower’s expense). 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 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 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 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 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 shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Xxxxxxx-Xxxxxx International agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers 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 Letters, 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 Agent, the Joint Lead Arrangers, the L/C Issuer 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; provided that Attorney Costs with respect to this Section 10.04(b) shall be limited to the reasonable fees, expenses and disbursements of no more than one counsel for the Administrative Agent and the Joint Lead Arrangers (in addition to counsel for the Administrative Agent in each applicable non-U.S. jurisdiction in which a Borrower is organized), and one counsel for the L/C Issuer and the Lenders (unless, as reasonably determined by such counsel for the L/C Issuer and the Lenders, representation of any of the L/C Issuer or the Lenders by such counsel would be inappropriate due to actual or potential conflicts of interest between such L/C Issuer or Lender as the case may be, and any other L/C Issuer or Lender(s), in which case such L/C Issuer or Lender, as applicable, shall have the right to employ separate counsel, at the Borrower’s expense). 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 Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Mexican Collateral Agent, the Arranger the Bookrunner, the Swing Line Lender and their respective Affiliates 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 all Attorney Costs of a single Costs, which shall be limited to one primary counsel (and and, if reasonably necessary, one local counsel in each relevant jurisdiction where required and one specialty counsel in each applicable specialty and, solely in the case of an actual or other additional counsel to the extent required due to a perceived conflict of interest), one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties (in each case, which counsel shall have been retained with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and (b) to pay or reimburse the Administrative Agent Agent, the Mexican Collateral Agent, the L/C Issuers 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 all respective Attorney Costs. The foregoing costs , which shall be limited to (1) Attorney Costs of one counsel to the Administrative Agent, the Mexican Collateral Agent, the Swing Line Lender and the Arranger (taken as a whole) and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties) and (2) Attorney Costs of one counsel to the Required Lenders (taken as a whole) and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties); provided, however, that the Borrower will not be required to pay the fees and expenses of third party advisors to the Administrative Agent, the Mexican Collateral Agent, the L/C Issuers and the Lenders retained without the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that this proviso shall include all reasonable search not apply to (i) Attorney Costs incurred at any time and filing charges and (ii) fees and taxes related theretoexpenses of third party advisors not constituting Attorney Costs incurred at any time that an Event of Default has occurred and is continuing, which fees and other reasonable out-of-pocket expenses incurred shall, in both cases, be required to be paid 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 demandedBorrower without restriction). 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 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 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 discretion following five Business Days’ prior written notice to or attributable the 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 (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, 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) 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 (other than the occurrence of the Closing Date) 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 Arrangers and one local counsel as reasonably necessary in each relevant jurisdiction where required or other additional counsel material to the extent required due interests of the Lenders taken as a whole) and (b) from and after the Closing Date, (i) to a conflict pay all reasonable out of interest)pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (bii) 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 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, the Collateral 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) 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 agree Borrower agrees (a) to pay or reimburse the Lenders, the Administrative Agent, the Mexican Collateral Agent and their respective Affiliates 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 all Attorney Costs Costs, which, individually for each of a single the Lenders, the Administrative Agent and the Mexican Collateral Agent, shall be limited to one primary counsel (and and, if reasonably necessary, one local counsel in each relevant jurisdiction where required and one specialty counsel in each applicable specialty and, solely in the case of an actual or other additional counsel to the extent required due to a perceived conflict of interest), one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties and (b) to pay or reimburse the Administrative Agent, the Mexican Collateral 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 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 (1) Attorney Costs of one counsel to each of the Administrative Agent, the Mexican Collateral Agent individually and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the reasonable cost case of independent public accountants an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction or specialty to each group of similarly affected parties) 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 (2) Attorney Costs of one primary counsel and one local counsel in each relevant jurisdiction to the Borrowers Required Lenders (taken as a whole) and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the case of a certificate setting forth an actual or perceived conflict of interest, one additional counsel in reasonable detail the basis for the amounts demandedeach relevant jurisdiction or specialty to each group of similarly affected parties. 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 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 be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Date. For the avoidance of doubt, this Section 10.04 shall not govern apply to Taxes, except any indemnification or other amounts relating to or attributable to taxes, 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 Each 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 Costs, which shall be limited to one primary counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers (which shall be Xxxxxx & Xxxxxxx LLP for any and all of a single counsel (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 for the Administrative Agent, the Collateral Agent and the Lead Arrangers 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 an actual or perceived conflict of interest), one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees) 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, the Collateral Agent and the Lead Arrangers (and one local counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees)). 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 any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments, the repayment of all other Obligations and the resignation or removal of the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderCollateral Agent. All amounts due under this Section 9.4 10.04 shall be payable paid within 15 Business Days thirty (30) days after delivery receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrowers and to the extent reasonably available, backup documentation supporting such reimbursement request; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced 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 within three (3) Business Days of the Aggregate Commitments and repayment of all other ObligationsClosing Date. 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 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 taxes, and (ii) all indemnification and other amounts relating or attributable to taxes shall be governed solely and exclusively by Section 3.1Taxes.

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 Xxxxx Xxxx & Xxxxxxxx LLP and, if necessary, one firm of a single counsel (and one local counsel in each any relevant material jurisdiction where required or other additional counsel to the extent required due to a conflict of interest(including Canada), 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 (ix) 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 Each Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers, the Initial NM Lenders and their respective Affiliates for all reasonable and demonstrable out-of-pocket costs and expenses (other than Taxes indemnification, which is governed by Section 3.01) 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 and costs of a single counsel (FTI and one local counsel in each jurisdiction where required or other additional counsel advisors to the extent required due to a conflict of interest)Administrative Agent, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, each 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 Costs and the cost of any financial advisors to the Required Lenders and to any Specified NM Lender (provided that the Borrowers shall not be responsible for the fees and expenses of the financial advisors to any Specified NM Lender in excess of an aggregate amount equal to $5,000,000 less the amount paid by the Borrowers pursuant to clause (c) below in respect of any financial advisor to such Specified NM Lender)), (c) to pay or reimburse the Administrative Agent, the Collateral Agent and the Specified NM Lenders and, in respect of costs and expenses incurred up to and including the Final Order Entry Date, each Arranger and each Initial Lender and, in each case, their respective Affiliates (with one counsel for each affiliated group of institutions), for all out-of-pocket costs and expenses related to the Orders or the Cases (including, without limitation, the on-going monitoring of the Cases, including attendance at hearings or other proceedings and the on-going review of documents filed with the Bankruptcy Court, including all Attorney CostsCosts and the cost of any financial advisors to the Required Lenders and to any Specified NM Lender (provided that the Borrowers shall not be responsible for the fees and expenses of the financial advisors to any Specified NM Lender in excess of an aggregate amount equal to $5,000,000 less the amount paid by the Borrowers pursuant to clause (b) above in respect of any financial advisor to such Specified NM Lender)) and (d) to pay and reimburse all out-of-pocket costs and expenses of one agent, one counsel and one financial advisor to the Required Class Lenders in respect of the Roll-Up Loans (or, in the case of any such counsel and financial advisor, to the agent of the Roll-Up Lenders), in connection with the performance of the tasks described in clauses (a) through (c) above (it being understood that any such agent of the Roll-Up Lenders shall direct such counsel and financial advisor to act as the Required Class Lenders in respect of the Roll-Up Loans shall request); provided that, for the avoidance of doubt, this Section 10.04 shall not be applicable to any Roll-Up Challenge. 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 NM 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 after receipt by the Borrowers’ Agent 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 Toyota – Five 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 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 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 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 JPMorgan, 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 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 and/or the Security Trustee 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 (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents 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 (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 (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 Closing 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 Each Borrower agrees (a) if the Effective Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Collateral Agents and the Joint Lead Arrangers for all reasonable and demonstrable invoiced out-of-pocket costs and expenses (other than Indemnified Taxes or Excluded Taxes, which are governed by Section 3.01) 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)Costs, and (b) if the Funding Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Collateral Agents, the Joint Lead Arrangers and each Lender for all invoiced 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 Co-Collateral Agents); provided that, such costs and expenses incurred in connection with the enforcement of the Commitment Fee obligations shall be reimbursed by the Borrowers without the requirement that the Funding Date occur. 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 clause (a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Total Commitment 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 within 15 Business Days paid promptly after delivery to receipt by the Borrowers of a certificate an invoice relating thereto setting forth such expenses in reasonable detail the basis for the amounts demandeddetail. The agreements in this Section 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 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) 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 Xxxxxx & Xxxxxxx 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 the Arrangers taken as a single counsel whole, 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 such persons, taken as a conflict of interest)whole, 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 but limited, in the case of legal fees and expenses, to the Attorney Costs of one (1) counsel to the Administrative Agent and the Lenders, taken as a whole in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents and, solely in the case of a conflict of interest, one (1) additional counsel to all Attorney Costssimilarly affected Persons, taken as a whole, and if reasonably necessary, one (1) local counsel to all such persons in each relevant material jurisdiction to such Person and, solely in the case of a conflict of interest, one (1) additional local counsel to all similarly affected persons, 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 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 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 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 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 shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Mxxxxxx-Xxxxxx International 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 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 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 Borrower agrees (a) to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Lead 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 Lead 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 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 3.1.the Borrower of an invoice relating thereto setting forth 174

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 Lenders for all reasonable and demonstrable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation 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 interests of the Lenders taken as a whole, and including, due diligence and field exam expenses) and (b) from and after the Closing Date, (i) to a conflict pay all reasonable out of interest)pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (bii) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, each Lead Arranger 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.