Common use of Attorney Costs and Expenses Clause in Contracts

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, L/C Issuers, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any the Administrative Agent and all of the foregoing in connection with the Transactions and other mattersLead Arrangers, including primary syndicationtaken as a whole, 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 material to the interests of the Lenders Lenders, taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuers, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers Arrangers, 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, filing, filing and recording and title insurance charges relating to Collateral and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower Company 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 Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower Company within three Business Days of the Closing Date. If any Borrower or 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 Borrower or such Loan Party by the Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, L/C Issuers, the Global Coordinators and the Lead Arrangers Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any the Administrative Agent, the Global Coordinators and all of the foregoing in connection with the Transactions and other mattersJoint Bookrunners, including primary syndicationtaken as a whole, 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 material to the interests of the Lenders Lenders, taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuers, the Lead Arrangers Global Coordinators, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Global Coordinators and the Lead Arrangers 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, filing, filing and recording and title insurance charges relating to Collateral and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower Company 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 Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower Company within three Business Days of the Closing Date. If the Borrower or 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 the Borrower or such Loan Party by the Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date (promptly upon written demand therefor) in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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 syndicationexpenses, to occur on or prior to or otherwise in connection with the Closing Date) and Attorney Costs of Xxxx Xxxxxxxx LLP and, if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender 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 (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective limited in the case of Attorney Costs which shall be limited to Attorney Costs those of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of an actual conflict of interest between the Administrative Agent and the Lenders, where the Lender or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees (a) if the Original Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) whole and (b) from and after the Original Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Original Closing Date, all amounts due under this ‎Section Section 10.04 shall 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 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Whether or not the transactions contemplate hereby are consummated, the Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Arranger and the Lead Arrangers Lenders party hereto on the date hereof (the “Initial Lenders”) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney CostsCosts of Weil, which shall be limited to one primary counsel (which shall be Gotshal & Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersLLP, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent, the 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)Initial Lenders). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented (reasonable, in the case of Section 9.04(a)) out-of-pocket expenses incurred by any Agentthe Administrative Agent and the Initial Lenders. The agreements in this ‎Section 10.04 Section 9.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 9.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Xxxxx Xxxx & Xxxxxxxx llp (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be and, in the case of legal fees, limited to all Attorney Costs of one counsel to for all such Persons (and, in the Administrative Agent case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and the Lead Arrangers (and one local thereafter retains its own counsel, of another firm of counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholefor such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term Loans and the preparation, negotiation, syndication execution and execution delivery, administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other mattersBorrower’s consent (such consent not to be unreasonably withheld, including primary syndication, to occur on conditioned or prior to or otherwise in connection with the Closing Datedelayed)) and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Initial Term Loans and Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver, notarization and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to jurisdiction, and, in the interests case of an actual or reasonably perceived conflict of interest where each affected party notifies the Lenders taken as a whole) Borrower of such conflict, one additional counsel for all such affected parties, in each case for the Administrative Agent and the Lead Arrangers and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, the Lead Arrangers L/C Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans 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 respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Lenders and their respective Affiliates, taken as a whole (and 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 local additional counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders 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, filing, recording search and title insurance filing charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Parent Borrower agrees (a) if the Closing Fourth Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers other Agents for all reasonable and documented out-of-pocket costs and expenses incurred on or after the Fourth Restatement Effective Date (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx, Xxxxxx & Xxxxxxx llp for any and all LLP and, if necessary, one firm 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 any relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Fourth Restatement 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, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and and, if necessary, one firm of local counsel to the Administrative Agent and Lenders taken as reasonably necessary a whole in any relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the Lenders similarly situated affected persons taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of Business Days following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Fourth Restatement Effective Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Fourth Restatement Effective Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days of prior to the Closing Fourth Restatement Effective Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Credit 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 This Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilitiesare the subject of, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising or excluded from any non-Tax claimsSections 3.01 or 3.04.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, any joinder or supplement hereto or thereto and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of 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) LLP and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be but limited to Attorney Costs those of one counsel to the Administrative Agent and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant applicable jurisdiction material and, in the event of any actual conflict of interest, one additional counsel to the interests of the Lenders taken as a wholeaffected parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Parent Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers other Agents for all reasonable and 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 preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx, Xxxxxx & Xxxxxxx llp for any and all LLP and, if necessary, one firm 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 any relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and 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, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and and, if necessary, one firm of local counsel to the Administrative Agent and Lenders taken as reasonably necessary a whole in any relevant jurisdiction and, solely in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the Lenders similarly situated affected persons taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of Business Days following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section This Section 10.04 shall not apply to Taxes, except or amounts excluded from the definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.01(a), that are imposed with respect to payments to or for the account of any Agent or any Lender under any Loan Document, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to Other Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsor to taxes covered by Section 3.04.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Co-Syndication Agents and the Lead Arrangers Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiationsyndication, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney CostsCosts of White & Case LLP, which shall be limited to one primary counsel (which shall be Xxxxxx Osler, 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) Harcourt LLP and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentCo-Syndication Agents, the Lead Arrangers Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Lead Arrangers and the Lead Arrangers L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Costs of 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 appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary, may include a wholesingle special counsel acting for multiple jurisdictions) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, each L/C Issuer and the Lead Arrangers and each Lender Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all fees, costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such fees, costs and expenses incurred 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 firm of outside counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant appropriate jurisdiction material (which to the interests 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 Parent Borrower of the Lenders taken as a wholeexistence of such conflict, one additional firm of counsel for all such affected Persons)). The foregoing fees, costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Lead Arrangers and the Lead Arrangers L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local counsel as reasonably necessary in each relevant jurisdiction material jurisdiction, and solely in the case of a conflict of interest, one additional counsel to the interests of the Lenders affected indemnified persons taken as a whole) whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, each L/C Issuer and the Lead Arrangers and each Lender Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to fees and other Attorney Costs of one primary firm and one local firm of outside 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)Agent). The foregoing fees, costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty twenty (3020) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Cxxxxx 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) Rxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent L/C Issuers and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse (a) the Administrative Agent, the Collateral Agent Lead Arrangers and the Lead Arrangers Syndication Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term Loans and Revolving Credit Loans (including reasonable and documented out of pocket travel expenses) and the preparation, negotiation, syndication negotiation and execution enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof Documents (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions Borrower’s consent (such consent not to be unreasonably withheld or delayed) and other mattersin each case subject, including primary syndicationif the Closing Date does not occur, to occur on or prior to or otherwise in connection with the Closing Dateamount separately agreement between such counsel and the Borrower) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and jurisdiction, (b) from the Agents and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) 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 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 the Lead Arrangers Lenders (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 as reasonably necessary in each relevant jurisdiction material and (c) the Administrative Agent 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 Costs of one counsel to the interests of Administrative Agent (and any other counsel retained with the Lenders taken as a wholeBorrower’s consent (such consent not to be unreasonably withheld or delayed))) and one local and foreign counsel in each relevant jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Parent Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Facility Agent, the Collateral Agent and the Joint Mandated Lead Arrangers and each of the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Financing Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby and thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney CostsCosts of Milbank, which shall be limited to Tweed, Hxxxxx & MxXxxx LLP, any one primary (1) local counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for retained by the Facility Agent and any and all of the foregoing experts retained in connection with the Transactions herewith and other matterstherewith, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Facility Agent, the Collateral Agent, the Joint Mandated Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Financing Documents (including all such costs and expenses incurred 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 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)Facility Agent). The foregoing costs and expenses shall include all reasonable search, filing, filing and recording and title insurance charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by any the Facility Agent. The agreements in this ‎Section 10.04 Section 9.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 9.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by detail. If the Borrower 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 Borrower within three Business Days of 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 Financing Document, such amount may be paid on behalf of such Loan Party the Borrower by the Administrative Facility Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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, filing, recording and title insurance charges (to the extent applicable) and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Sole Bookrunner for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Xxxxx Xxxx & 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) Xxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Sole Bookrunner and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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, filing, filing and recording and title insurance charges relating to Collateral and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Arranger and the Lead Arrangers L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Costs of 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 appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary, may include a wholesingle special counsel acting for multiple jurisdictions) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentArranger, each L/C Issuer and the Lead Arrangers and each Lender Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all fees, costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such fees, costs and expenses incurred 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 firm of outside counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as 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 necessary perceived conflict of interest, where the Person(s) affected by such conflict notifies Parent Borrower of the existence of such conflict, one additional firm of counsel for all such affected Persons in each relevant jurisdiction material to the interests of the Lenders taken as a wholejurisdiction)). The foregoing fees, costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred by such Persons in connection with the preparation, negotiation, syndication syndication, and execution of this Agreement and the other Loan DocumentsDocuments (limited, in the case of legal costs and any amendment, waiver, consent or other modification expenses to the reasonable and documented out-of-pocket costs and expenses of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited White & Case LLP as counsel 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) such Persons collectively and one local counsel to such Persons collectively as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholeAdministrative Agent and the Collateral Agent) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any amendments, modifications, waivers or other administrative matters relating to the Loan Documents and in connection with the enforcement or preservation (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, Law (limited in the case of legal costs and including all respective Attorney Costs which shall be limited expenses to Attorney Costs the reasonable and documented out-of-pocket costs and expenses of one primary counsel to the Administrative Agent and the Lead Arrangers (such Persons collectively and one local counsel to such Persons collectively as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole)Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable and documented out-of-pocket search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments this Agreement and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, including backup documentation supporting such reimbursement request; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within at least three (3) Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Co-Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney CostsCosts of Shearman & Sterling LLP and, 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 mattersif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) , and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiationsyndication, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Costs of Shearman & Xxxxxxx Sterling 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 and foreign counsel as reasonably necessary in each relevant jurisdiction material (to the interests of extent consented to by the Lenders taken as a whole) Borrower (such consent not to be unreasonably withheld or delayed)), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 a single lead 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)jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx llp for (and any and all of the foregoing in connection other counsel retained with the Transactions and other mattersBorrower’s consent (such consent not to be unreasonably withheld or delayed)) and, including primary syndicationif necessary, to occur on or prior to or otherwise in connection with the Closing Date) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to (which may include a single special counsel acting in multiple jurisdictions) for the interests of Administrative Agent and the Lenders taken as a whole) whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentSyndication Agents, the Lead Arrangers Arrangers, the Bookrunners and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing DateDate (or such shorter period as the Borrower may agree). 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Arranger for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Initial Term Loans and Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver, notarization and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Xxxx Xxxxxxxx LLP (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arranger, the Lead Arrangers L/C Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For discretion or charged to the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsLoan Account in accordance with Section 2.19.

Attorney Costs and Expenses. The Each of Holdings and the Borrower jointly and severally agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel White & Case LLP (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 and specialist counsel as reasonably necessary in each relevant applicable jurisdiction material for each group and, in the event of a conflict of interest, one additional counsel of each type to the interests of the Lenders taken as a wholeaffected parties)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, 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 applicable jurisdiction material for each group and, in the event of any conflict of interest, one additional counsel of each type to the interests of the Lenders taken as a whole)affected parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three one (1) Business Days Day of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Arrangers and the Lead Arrangers their respective Affiliates for all reasonable and 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 preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to Costs of one primary firm of counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all a single firm 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 any other relevant jurisdiction material (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 interests of Administrative Agent or the Lenders taken as a wholeArrangers have engaged without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, each Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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))Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and 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 Section 9.03 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 9.03 shall be paid within thirty (30) days of reasonably promptly after 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For discretion after reasonable notice thereof has been given to the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsBorrower.

Attorney Costs and Expenses. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lead Class D Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for any LLP and all of the foregoing in connection with the Transactions and other mattersLinklaters LLP, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Syndication Agent, the Original Syndication Agent, the Co-Documentation Agents, the Original Co-Documentation Agents, the Arrangers, the Class D Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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)Collateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse (a) the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the preparation, negotiation, syndication of the Term Loans and execution Revolving Credit Loans (including reasonable and documented out of pocket travel expenses) and the preparation and negotiation of this Agreement and the other Loan DocumentsDocuments entered into on or about, and any amendmentor prior to, waiver, consent or other modification of the provisions hereof and thereof Closing Date (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney CostsCosts of Sxxxxxxx & Cxxxxxxx and, 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 mattersif necessary, 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 material to the interests of the Lenders taken as a whole) and jurisdiction, (b) from the Agent and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) 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 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 Agents and the Lead Arrangers (and Lenders and, if necessary, one local and foreign counsel as reasonably necessary in each relevant jurisdiction material 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 Costs of one counsel to the interests of the Lenders taken as a whole))Agents and, if necessary, one local and foreign counsel in each relevant jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement the Loan Documents, and to pay or reimburse the other Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of any amendment, waiver, consent, supplement or modification to, any Loan Documents, and any amendment, waiver, consent other documents prepared in connection herewith or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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 mattersthereby, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 the Lead Arrangers (taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel as reasonably necessary in each relevant jurisdiction material jurisdiction, in each case for the Administrative Agent and the Lead Arrangers and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a whole and (b) to pay or reimburse the Administrative Agent, the Issuing Lenders and each Lender for all reasonable costs and expenses incurred in connection with any restructuring, reorganization (including a bankruptcy reorganization) or enforcement or attempted enforcement of, or preservation of any rights under, any Loan Documents, and any other documents prepared in connection herewith or therewith, or in connection with any refinancing or restructuring of any such documents in the nature of a “workout” or of any insolvency or bankruptcy proceeding, including the Attorney Costs of one law firm to the interests of Administrative Agent, the Issuing Lenders and the Lenders taken as a whole and, if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case for the Administrative Agent, the Issuing Lenders and the Lenders taken as a whole and, solely in the case of a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction) for the affected parties taken as a whole)). The foregoing ; provided, however, that notwithstanding anything to the contrary in this Section 10.03, any costs and or expenses that are taxes shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred be governed exclusively by any AgentSection 3.01. The agreements in this ‎Section 10.04 Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 shall be paid within thirty (30) days 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lead Arrangers Issuing Banks for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication syndication, 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney 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 mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers 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 (whether through negotiations, legal proceedings or otherwise) protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lead Arrangers Issuing Banks, taken as a whole, and one additional counsel to the Lenders, taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material 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, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the Lenders, where the Person or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx llp for any Xxxxxxxx LLP and all of the foregoing in connection with the Transactions Xxxxxx, Xxxx and other mattersXxxxxxxxx LLP, 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 material to the interests of the Lenders taken as a whole) Lender and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 two counsels to the Administrative Agent and the Lead Arrangers Lender (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholeLender )). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges (to the extent applicable) and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agentthe Lender. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 Lender in its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the Lead Arrangers Swing Line Lender for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney 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 mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender 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 (whether through negotiations, legal proceedings or otherwise) protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material 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, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender and the Lenders, where the Person or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral each Co-Syndication Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersLLP and, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) , and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by and such backup material as the Borrower and to the extent may 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 Borrower within three Business Days of 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersLinklaters LLP, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative AgentAgents, 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 enforcement (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 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 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)Collateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersLLP and, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) , and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiationsyndication, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Costs of Shearman & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions Sterling LLP and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date) local and one local foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited (i) prior to Attorney Costs the occurrence and continuance of an Event of Default, one counsel to the Administrative Agent and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant applicable jurisdiction material and, in the event of any actual conflict of interest, one additional counsel to the interests affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the Lenders taken as a whole))Agents and the Lenders. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Lead Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers WFCF for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, in each case, all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx reasonable fees and expenses of Xxxxxx & Xxxxxxx llp for any Xxxxxxxxxx LLP and all of the foregoing in connection with the Transactions and other mattersXxxxxx Xxxx Canada LLP, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) 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 legal proceeding, including any proceeding under any Debtor Relief Lawthe Bankruptcy Code, and including all respective Attorney Costs which shall be limited to Attorney Costs fees and expenses 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 and, to the interests of extent constituting Credit Party Expenses, the Lenders taken as a wholeother Credit Parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 SECTION 9.04 shall survive the termination of the Aggregate Commitments and Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this ‎Section 10.04 SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be paid within thirty ten (3010) days Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses Credit Party Expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. If any Loan Party fails to pay when due any costs, expenses or other amounts 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 Administrative Agent in its sole discretion. For , without notice to or consent from the avoidance of doubtLoan Parties, this ‎Section 10.04 and any amounts so paid shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsconstitute Revolving Credit Loans hereunder.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Joint Bookrunners (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution execution, performance and 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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) Xxxx Xxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall 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 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, The Parent Borrower agrees to pay or reimburse the Administrative Agent, the Collateral Syndication Agents the Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of the Existing Credit Agreement, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of 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) LLP and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from each Borrower agrees, jointly and after the Closing Dateseverally, to pay or reimburse the Administrative Agent, Agents and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under the Existing Credit Agreement, this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be but limited to Attorney Costs those of one counsel to the Administrative Agent Agents and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant applicable jurisdiction material and, in the event of any actual conflict of interest, one additional counsel to the interests of the Lenders taken as a wholeaffected parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of Xxxxxxx 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 material to the interests of the Lenders taken as a whole) Xxxxx LLP and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Arrangers, the Syndication Agent, the Lead Arrangers Documentation Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Arrangers, the Syndication Agent, the Documentation Agents 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 wholeLenders)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions and other mattersBorrower’s consent (such consent not to be unreasonably withheld or delayed)) and, including primary syndicationif necessary, to occur on or prior to or otherwise in connection with the Closing Date) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to (which may include a single special counsel acting in multiple jurisdictions) for the interests of Administrative Agent and the Lenders taken as a whole) whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentSyndication Agents, the Lead Arrangers Arrangers, the Bookrunners and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due -169- under this ‎Section Section 10.04 shall be paid within thirty (30) days of 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing DateDate (or such shorter period as the Borrower may agree). 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees (a) if to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Arranger for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Costs of 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 appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary, may include a wholesingle special counsel acting for multiple jurisdictions) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, Lead Arranger and the Lead Arrangers and each Lender Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all fees, costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such fees, costs and expenses incurred 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 firm of outside counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant appropriate jurisdiction material (which to the interests 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 Lenders taken as a wholeexistence of such conflict, one additional firm of counsel for all such affected Persons)). The foregoing fees, costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agent, the Lead Arrangers and the Amendment No. 12 Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term B-1 Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Parent Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Lead Arrangers, the Amendment No. 12 Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Acquisition Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Loans and Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx llp for (and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Borrowers’ consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, the Lead Arrangers L/C Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 for all such Persons (and, in the Administrative Agent case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and the Lead Arrangers (and one local thereafter retains its own counsel, of another firm of counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholefor such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse (a) the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the preparation, negotiation, syndication of the Term Loans and execution Revolving Credit Loans (including reasonable and documented out of pocket travel expenses) and the preparation and negotiation of this Agreement and the other Loan DocumentsDocuments entered into on or about, and any amendmentor prior to, waiver, consent or other modification of the provisions hereof and thereof Closing Date (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney CostsCosts of Dxxxx Xxxx & Wxxxxxxx LLP and, 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 mattersif necessary, 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 material to the interests of the Lenders taken as a whole) and jurisdiction, (b) from the Agent and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) 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 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 Agents and the Lead Arrangers (and Lenders and, if necessary, one local and foreign counsel as reasonably necessary in each relevant jurisdiction material 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 Costs of one counsel to the interests of the Lenders taken as a whole))Agents and, if necessary, one local and foreign counsel in each relevant jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Co-Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 hereofof the Loan Documents and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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 mattersthereby, including primary syndicationall(but limited, in the case of legal fees and expenses, to occur on or prior all documented Attorney Costs of Shearman & Sterling LLPone counsel to or otherwise in connection with the Closing Date) Administrative Agent and the Lenders, taken as a whole, and, if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole,) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in 158 J. Crew – A&R Term Loan Credit Agreement 158 WEIL:\96135034\1\54457.0006 connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including alllimited, in the case of legal fees and expenses, to all respective Attorney Costs which shall be limited to documented Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty promptlywithin twenty (3020) days of 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any the Lenders may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such the Lenders, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agent, the Documentation Agents and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney CostsCosts of Xxxxxx, 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) LLP and one firm of regulatory counsel and one firm of local counsel counsel, as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) , and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel (and, if reasonably necessary, one firm of regulatory counsel and one firm of local counsel in each relevant jurisdiction) to each group of similarly situated affected persons)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 30 days of 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section This Section 10.04 shall not apply to Taxes, except or amounts excluded from the definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.01(a), that are imposed with respect to payments to or for the account of any Agent or any Lender under any Loan Document, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to Other Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsor to taxes covered by Section 3.04.

Attorney Costs and Expenses. The Borrower agrees agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Loans and Bridge Commitments and the #93847511v24 preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of a single firm of counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsdetail.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Agents for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel Sidley Austin LLP (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 in each applicable jurisdiction and regulatory counsel and additional counsel as any Agent, Lender or group of Lenders reasonably determine are necessary in each relevant jurisdiction material to light of actual or potential conflicts of interest or the interests availability of the Lenders taken as a wholedifferent claims or defenses) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agents and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective all Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Sidley Austin LLP (and one local counsel in each applicable jurisdiction and regulatory counsel and additional counsel as any Agent, Lender or group of Lenders reasonably determine are necessary in each relevant jurisdiction material to light of actual or potential conflicts of interest or the interests availability of the Lenders taken as a whole)different claims or defenses). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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 Restatement Effective Date) and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Restatement Effective Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges filing and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs and expenses associated with the preparation, due diligence, syndication, administration and closing of all loan documentation, including, without limitation, the reasonable legal fees of counsel to the Administrative Agent, and (b) to pay the L/C Issuer for all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the preparationissuance, negotiationamendment, syndication renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower also agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including without limitation the fees, charges and execution disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with (i) any amendment, modification, waiver, consent, workout, restructuring or negotiations related to the Loan Documents, the Loans made or the Letters of Credit issued hereunder and (ii) the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, and any amendmentincluding its rights under this Section, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing B) in connection with the Transactions and other mattersLoans made or Letters of Credit issued hereunder, 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 case of each relevant jurisdiction material to the interests of the Lenders taken as a wholeclauses (i) and (b) from and after the Closing Dateii), to pay whether or reimburse the Administrative 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 enforcement (whether through negotiations, legal proceedings not a Default or otherwise) Event of any rights Default has occurred or remedies is continuing. All amounts due under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which Section 10.04 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agentpayable within ten Business Days after demand therefor. The agreements in this ‎Section 10.04 Section shall survive the termination of the Aggregate Commitments Commitment and repayment of all other Obligations. All amounts due under this ‎Section 10.04 shall be paid within thirty . (30PP) 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 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 Borrower within three Business Days Article X of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable Credit Agreement is hereby amended by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by adding the Administrative Agent in its sole discretion. For following new Sections at the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.end thereof:

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication 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 any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of to 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) Administrative Agent and one local counsel as reasonably necessary in each relevant jurisdiction 160 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, (i) [reserved], and (ii) to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any 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 the Lead Arrangers 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing DateDate (except as otherwise reasonably agreed by the Borrower). 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Revolver Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Xxxxx Xxxx & Xxxxxxxx llp (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, 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 (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be and, in the case of legal fees, limited to all Attorney Costs of one counsel to for all such Persons (and, in the Administrative Agent case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and the Lead Arrangers (and one local thereafter retains its own counsel, of another firm of counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholefor such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 or Revolver Agent, as applicable, in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersXxxx LLP, 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 material to the interests of the Lenders taken as a wholewhole (and, in the case of an actual or perceived conflict of interest where each Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one other firm of counsel (and local counsel, if applicable) for each group of similarly situated affected Persons) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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, filing, recording and title insurance charges (to the extent applicable) and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing ClosingFourth Amendment Effective Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing ClosingFourth Amendment Effective Date solely to the extent invoiced to the Borrower within three Business Days of the Closing ClosingFourth Amendment Effective 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative AgentDynCorp Funding LLC, the Collateral Agent in its capacity as both Lender and the Lead Arrangers Secured Party, for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 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 one primary counsel Xxxxxxx Xxxx & Xxxxx LLP (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 applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the interests of the Lenders affected Persons, taken as a whole) and (b) from and after to the Closing Date, to pay or reimburse the Administrative AgentDynCorp Funding LLC, the Collateral Agent, the Lead Arrangers in its capacity as both Lender and each Lender Secured Party for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, 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)Secured Parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agentthe Lender and the other Secured Parties. The agreements in this ‎Section 10.04 Section 8.7 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All Subject to the Intercreditor Agreement, all amounts due under this ‎Section 10.04 Section 8.7 shall be paid within thirty ten (3010) days Business 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section 10.04 Section 8.7 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three two (2) Business Days of 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 Lender in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation, syndication preparation and execution of and delivery of, and any amendment, supplement or modifications to, this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent other documents prepared in connection herewith or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including the Attorney Costs of (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx v) Xxxxxx & Xxxxxxx llp for LLP, (w) one firm of local counsel in each appropriate jurisdiction, (x) one firm of regulatory counsel, (y) in the case of an actual or perceived conflict of interest, where the Administrative Agent has informed the Borrower of such conflict, such other counsel, after receipt of consent of the Borrower (such consent not to be unreasonably withheld or delayed) and (z) any other firm retained with Borrower’s consent (such consent not to be unreasonably withheld or delayed), and including any and all of the foregoing in connection with the Transactions recording 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 material to the interests of the Lenders taken as a whole) filing fees and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, proceeding (including any proceeding under any Debtor Relief Law, ) and including all respective Attorney Costs which shall be limited to Attorney Costs of one any 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 wholeAgent)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) The Parent Borrower agrees if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agents, the Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of 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 and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from each Borrower agrees, jointly and after the Closing Dateseverally, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be but limited to Attorney Costs those of one counsel to the Administrative Agent and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant applicable jurisdiction material and, in the event of any actual conflict of interest, one additional counsel to the interests of the Lenders taken as a wholeaffected parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees agrees: (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Lead Arranger, the Supplemental Administrative Agents and the Lead Arrangers Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney 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 mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) and whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Supplemental Administrative Agents 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 (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 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 Agent, the Collateral Agent, the Lead Arrangers (Arranger, the Supplemental Administrative Agents and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the 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 an actual or potential conflict of interest between the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lenders, where the Person or 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 each group of affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by detail. If the Borrower 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 Borrower within three Business Days of 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 the Borrower by the Administrative Agent in its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Syndication Agent and the Lead Arrangers Joint Bookrunners (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution execution, performance and 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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) Sidley Austin LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and the Lead Arrangers Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall 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 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Documentation Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiationsyndication, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersLLP, including primary syndicationXxxxx, to occur on or prior to or otherwise in connection with the Closing Date) Xxxxxx & Harcourt LLP and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, Initial Lender, the Supplemental Administrative Agents and the Lead Arrangers Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to x) one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any to the Administrative Agent and all of the foregoing in connection with the Transactions and other mattersCollateral Agent taken as a whole and, including primary syndicationif reasonably necessary, to occur on or prior to or otherwise in connection with the Closing Date) and one local counsel in each relevant jurisdiction material to the interests of the Administrative Agent and the Collateral Agent taken as a whole (which may be a single local counsel acting in multiple material jurisdictions) and (y) one primary counsel to the Lenders taken as a whole and, if reasonably necessary necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (which may be a single local counsel acting in multiple material jurisdictions) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, Initial Lender, the Lead Arrangers Supplemental Administrative Agents 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 (whether through negotiations, legal proceedings or otherwise) protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of (x) one counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers Supplemental Administrative Agents taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents taken as a whole in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and (y) one counsel to Initial Lender and the other Lenders taken as a whole (and, if reasonably necessary, one local counsel to the Lenders taken as a wholewhole in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Supplemental Administrative Agents for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney 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 mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Supplemental Administrative Agents 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 (whether through negotiations, legal proceedings or otherwise) protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material 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, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lenders, where the Person or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 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 documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date (promptly upon written demand therefor) in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender 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 (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective limited in the case of Attorney Costs which shall be limited to Attorney Costs those of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of an actual conflict of interest between the Administrative Agent and the Lenders, where the Lender or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Co-Managers, Documentation Agents and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Term Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Xxxxx Xxxx and Xxxxxxxx llp (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Lead Borrower’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentCo-Managers, Documentation Agents, the Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Facility Agent, the Collateral Agent Joint Mandated Lead Arrangers, the Issuing Banks and the Lead Arrangers Swingline Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, due diligence, negotiation, syndication and execution of this Agreement and the other Loan Financing Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby and thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney CostsCosts of Shearman & Sterling LLP, which shall be limited to one primary any local counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for retained by the Facility Agent and any and all of the foregoing experts retained in connection with the Transactions herewith and other matterstherewith, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Facility Agent, the Collateral AgentJoint Mandated Lead Arrangers, the Lead Arrangers each Issuing Bank and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Financing Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective provided that Attorney Costs which shall be limited to Attorney Costs of one New York counsel and one local state counsel to the Administrative Facility Agent and the Lead Arrangers (one New York counsel and one local state counsel as reasonably necessary in each relevant jurisdiction material to the interests for all of the Lenders taken as a whole)Lenders). The foregoing costs and expenses shall include all reasonable search, filing, filing and recording and 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 Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other of the Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by detail. If the Borrower 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 Borrower within three Business Days of 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 Financing Document, such amount may be paid on behalf of such Loan Party the Borrower by the Administrative Facility Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Acquisition Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Loans and Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Costs of Xxxxxx Xxxxxx & Xxxxxxx llp for LLP (and any and all of the foregoing in connection other counsel retained with the Transactions and other matters, including primary syndication, Borrowers’ consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, the Lead Arrangers L/C Issuer and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 for all such Persons (and, in the Administrative Agent case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and the Lead Arrangers (and one local thereafter retains its own counsel, of another firm of counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholefor such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Refinancing Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Arrangers in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to Costs of one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection with the Transactions and other mattersand, including primary syndicationif reasonably necessary, 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 material to all such Persons, taken as a whole (and, solely in the interests case of the Lenders an actual conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, and, if reasonably necessary, one additional local counsel to each similarly situated group of affected Persons, taken as a whole, in each relevant jurisdiction) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. If any Loan Party or Guarantor 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 or such Guarantor by the Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Lenders, the Issuing Banks and the Lead Arrangers Swing Line Lender for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney 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 mattersand, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) and whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender 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 (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 legal proceeding, including any case or proceeding under the Bankruptcy Code or any other Debtor Relief Law, ) and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of an actual or potential conflict of interest between the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender and the Lenders, where the Person or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by detail. If the Borrower 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 Borrower within three Business Days of 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 the Borrower by the Administrative Agent in its sole discretion. For Expenses shall be deemed to be documented in reasonable detail only if they provide the avoidance of doubtdetail required to enable the Borrower, this ‎Section 10.04 shall not apply acting in good faith, to Taxesdetermine that such expenses relate to the activities with respect to which reimbursement is required hereunder. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent and/or any Lender may receive a benefit, except any Taxes that represent liabilitiesincluding a discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof 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 Borrower agrees Borrowers agree jointly and severally (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costslimited, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any in the case of costs and all expenses of the foregoing in connection with the Transactions and other matters, including primary syndicationcounsel, to occur on or prior to or otherwise the reasonable and documented fees and out-of-pocket expenses of a single firm of outside counsel collectively for the Administrative Agent and the Arrangers and, in connection with the Closing Date) and one addition, a single firm of outside local counsel in any applicable jurisdiction as to which the Administrative Agent reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholedetermines that local counsel is appropriate) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses (which may include, to the extent reasonably incurred, all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts) incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) attempted 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 of the Borrowers hereunder or under any of the other Loan Documents 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 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented fees and out-of-pocket expenses incurred by any Agentcosts of counsel. All amounts due under this Section 10.5 shall be payable not later than 30 days following written demand. The agreements in this ‎Section 10.04 Section 10.5 shall survive the termination of the Aggregate Total Revolving Credit Commitments and repayment of all other Obligations. 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costsfees, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any charges and all disbursements of the foregoing in connection with the Transactions and other mattersLender Advisors and, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) , and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses, including any and all recording and filing fees, cost and expenses incurred pursuant to any Collateral Document, the reasonable fees, charges and disbursements of ArentFox Schiff LLP, as lead counsel to the Administrative Agent, incurred in connection with the enforcement (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 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 one counsel to the Lead Arrangers Lenders (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by and such backup material as the Borrower and to the extent may 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 Borrower within three Business Days of 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers other Agents for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Xxxxx & 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) Xxxxx and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (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) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a wholewhole and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) 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 extent reasonably available, after written demand therefor (together with backup documentation supporting such reimbursement request); provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers, the Documentation Agent, the Supplemental Administrative Agents, the Syndication Agent, the Swing Line Lender and the Lead Arrangers Issuing Bank for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred on or after the Closing Date in connection with the preparation, negotiationexecution, syndication 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 thereby are consummated), limited, in the case of legal fees and expenses, to the consummation and administration Attorney Costs of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any to the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Documentation Agent, the Syndication Agent, the Supplemental Administrative Agents, the Swing Line Lender, the Issuing Bank and all of the foregoing in connection with the Transactions and other mattersLenders taken as a whole and, including primary syndicationif reasonably necessary, 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 material to the interests of the Lenders taken as a whole) whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Supplemental Administrative Agents, the Swing Line Lender, the Issuing Bank and each Lender the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Collateral Agent, the Supplemental Administrative Agents, the Swing Line Lender, the Issuing Bank and the Lead Arrangers Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of a conflict of interest between the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Swing Line Lender, the Issuing Bank and the Lenders, where the Person or 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 material to the interests each group of the Lenders affected Persons similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For The Borrower and each other Loan Party hereby acknowledge that the avoidance of doubtAdministrative Agent and/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (subject to the terms of the Senior Subordination Agreement) (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses Attorney Costs of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Coststhereby, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative AgentAgent for all reasonable and documented appraisal fees, filing and search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Collateral Agent, Administrative Agent and the Lead Arrangers and each Lender Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement (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 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 the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower Parent of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any the Loan DocumentDocuments, such amount may be paid on behalf of such any Loan Party by the Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the L/C Issuers and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all allbut limited, (i) in the case of Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Cxxxxx 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) Reindelto Dxxxx Xxxx & Wxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole and (ii) in the case of any other advisors or professionals, solely to the extent consented to by the Borrower in its sole discretion) and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective respectivebut limited (i) in the case of Attorney Costs which shall be limited to Attorney Costs 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)) and (ii) in the case of any other advisors or professionals, solely to the extent consented to by the Borrower in its sole discretion). The foregoing costs and expenses shall include all reasonable search, filing, and recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this ‎Section Section 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, 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Loans and Term Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby including (including i) all Attorney Costs, which shall be limited to one primary Costs of a single firm of counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for and any and all of the foregoing in connection other counsel retained with the Transactions and other mattersBorrower’s consent (such consent not to be unreasonably #98202018v27 withheld or delayed)) and, including primary syndicationif necessary, to occur on or prior to or otherwise in connection with the Closing Date) and one firm of local counsel as reasonably necessary in each relevant jurisdiction material (which may include a single special counsel acting in multiple jurisdictions) and (ii) fees or expenses with respect to any other advisor or consultant, solely to the interests extent that the Borrower has consented to the retention of the Lenders taken as a whole) such Person, and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 for the Administrative Agent and Agent, the Lead Arrangers (and each Lender, taken as a whole, and, if necessary, one firm of local counsel as reasonably necessary in each relevant jurisdiction material to (which may include a single special counsel acting in multiple jurisdictions) for the interests of Administrative Agent, the Lenders Lead Arrangers and each Lender, taken as a whole, (and, in the case of an actual or perceived conflict of interest, where the such Agent, Lead Arranger or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Agent, Lead Arranger or Lender)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsdetail.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney 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) LLP (and one local counsel as reasonably necessary in each relevant applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the interests of the Lenders affected Persons, taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Syndication Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, 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 applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the interests of the Lenders affected Persons, taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall 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 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Costs of White & Xxxxxxx llp for any Case LLP 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 any other relevant jurisdiction material to the interests of the Lenders taken as a whole) (but excluding all other Attorney Costs), and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 a single law firm acting as 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)jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative AgentAgents, the Collateral Agent and the Lead Arrangers Blackstone Credit for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney CostsCosts of King & Spalding LLP, which shall be limited to one primary Xxxxxxx Xxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Company’s consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative AgentAgents, the Collateral Agent, the Lead Arrangers Blackstone Credit and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be and, in the case of legal fees, limited to all Attorney Costs of one counsel to for all such Persons (and, in the Administrative Agent case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Company of such conflict and the Lead Arrangers (and one local thereafter retains its own counsel, of another firm of counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholefor such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 applicable Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of Xxxxxxx Xxxxxx & Xxxxxxx llp for Xxxxx LLP and any and all of other legal counsel retained by the foregoing in connection Administrative Agent with the Transactions and other matters, including primary syndication, Borrower’s consent (not to occur on be unreasonably withheld or prior to or otherwise delayed) that are billed in connection with the Closing Date) and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) timely manner and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Arrangers, the Syndication Agent, the Lead Arrangers Documentation Agents and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 Agent, the Arrangers, the Syndication Agent, the Documentation Agents and the Lead Arrangers (and one local counsel as reasonably necessary Lenders that are billed in each relevant jurisdiction material to the interests of the Lenders taken as a wholetimely manner)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly 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 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Syndication Agent, the Co-Documentation Agents and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Costs of 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) LLP and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Lead Co-Documentation Agents, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business 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 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 Borrower within three Business Days of the Closing Datedetail. If any Loan Party or Guarantor 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 or such Guarantor by the Administrative Agent in its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Each Borrower agrees (a) if the Original Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented invoiced out-of-pocket costs and expenses and any taxes (other than Taxes indemnification, which is governed by Section 3.01) incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender for all reasonable and documented invoiced out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 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)Collateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly after receipt by the Borrower Borrowers’ Agent of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. If any Loan Party fails to pay when due any costs, expenses expenses, taxes 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers GS Investor Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection (including but not limited to expenses of the Administrative Agent’s and the GS Investor Lenders’ diligence investigations, fees of consultants hired with Holdings’ prior written consent (such consent not to be unreasonably withheld or delayed) and travel expenses) associated with the preparation, negotiation, syndication execution and execution delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and Agreement, the other Loan DocumentsDocuments and any ancillary documents in connection with the foregoing, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and limited in the consummation and administration case of the transactions contemplated hereby and thereby (including Attorney Costs to all Attorney Costs, which shall Costs of Milbank LLP (or other counsel retained with Holdings’ consent (such consent not to 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 unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to appropriate jurisdiction, which may be a single local or foreign counsel acting in multiple jurisdictions, and in the interests case of an actual or reasonably perceived conflict of interest where the Lenders taken as a whole) affected Persons informs Holdings of such conflict, of one such other firm of counsel for the affected Persons and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 counsel to the one counsel to of both 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)GS Investor Lenders). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within promptly, and in no event no later than thirty (30) days of calendar days, following receipt by the Borrower Holdings of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Amendment and Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Arrangers and the Lead Arrangers Co-Manager for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) whole and (b) from and after the Closing Amendment and Restatement Effective Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Amendment and Restatement Effective Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Amendment and Restatement Effective Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Amendment and Restatement Effective 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Arranger for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Revolving Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent con-sent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary Costs of Xxxx Xxxxxxxx LLP (and any other counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any and all of the foregoing in connection retained with the Transactions and other matters, including primary syndication, Borrowers’ consent (such consent not to occur on be unreasonably withheld or prior to or otherwise in connection with the Closing Datedelayed)) and one local and foreign counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 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)Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording re-cording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty ten (3010) days Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx 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 Restatement Effective Date) and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Restatement Effective Date, to pay or reimburse the Administrative 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 enforcement (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 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 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, filing, recording and title insurance charges filing and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Agent, the Ad Hoc Committee and the Lead Arrangers Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions of hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all thereby, limited, in the case of Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx the Attorney Costs of Xxxxxx & Xxxxxxx llp Xxxxxx LLP, as counsel to the Administrative Agent and the Collateral Agent (or any replacement therefor), Milbank LLP, as counsel to the Ad Hoc Committee, one local counsel for any the Administrative Agent and all of the foregoing Collateral Agent taken as a whole, 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) each relevant jurisdiction and one local counsel as reasonably necessary for the Ad Hoc Committee in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Ad Hoc Committee Advisors and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including limited, in the case of Attorney Costs, to all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers Collateral Agent taken as a whole, and one counsel to the Lenders taken as a whole (and and, if reasonably necessary, one local counsel as reasonably necessary in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction material to the interests each group of the affected Lenders similarly situated taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of this Agreement, of the Aggregate Commitments and repayment of all other ObligationsObligations and the resignation or removal of the Administrative Agent and the Collateral Agent, as applicable. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the detail. The Borrower 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 Borrower within three Business Days of the Closing Date. If any each other 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 hereby acknowledge that the Administrative Agent in its sole discretion. For the avoidance of doubtand/or any Lender may receive a benefit, this ‎Section 10.04 shall not apply to Taxesincluding without limitation, except any Taxes that represent liabilitiesa discount, obligationscredit or other accommodation, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsof such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Lead Arrangers Arranger for all reasonable and documented out-of-pocket costs and expenses Attorney Costs of Jxxxx Day incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Coststhereby, 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 material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral AgentAgent and the Arranger for all reasonable and documented appraisal fees, filing and search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Lead Arrangers Administrative Agent and each Lender the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement (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 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 the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower Parent of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx Xxxxx Xxxx & 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) Xxxxxxxx LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Arrangers, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 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 the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that that, with respect to the Closing Date, all amounts due under this ‎Section Section 10.04 shall 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 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The 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 documented or invoiced out-of-pocket costs and expenses incurred in connection associated with the syndication of the Loans and Term Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby including (including i) all Attorney Costs, which shall be limited to one primary Costs of a single firm of counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for and any and all of the foregoing in connection other counsel retained with the Transactions and other mattersBorrower’s consent (such consent not to be unreasonably withheld or delayed)) and, including primary syndicationif necessary, to occur on or prior to or otherwise in connection with the Closing Date) and one firm of local counsel as reasonably necessary in each relevant jurisdiction material (which may include a single special counsel acting in multiple jurisdictions) and (ii) fees or expenses with respect to any other #95787455v10 advisor or consultant, solely to the interests extent that the Borrower has consented to the retention of the Lenders taken as a whole) such Person, and (b) from and after the Closing Date, to pay or reimburse the Administrative 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 enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred 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 for the Administrative Agent and Agent, the Lead Arrangers (and each Lender, taken as a whole, and, if necessary, one firm of local counsel as reasonably necessary in each relevant jurisdiction material to (which may include a single special counsel acting in multiple jurisdictions) for the interests of Administrative Agent, the Lenders Lead Arrangers and each Lender, taken as a whole, (and, in the case of an actual or perceived conflict of interest, where the such Agent, Lead Arranger or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Agent, Lead Arranger or Lender)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsdetail.

Attorney Costs and Expenses. The 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 documented out-of-pocket costs fees and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costslimited, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any in the case of costs and all expenses of the foregoing in connection with the Transactions and other matters, including primary syndicationcounsel, to occur on or prior to or otherwise the reasonable and documented fees and out-of-pocket expenses of a single firm of outside counsel collectively for the Administrative Agent and the Arrangers and, in connection with the Closing Date) and one addition, a single firm of outside local counsel in any applicable jurisdiction as to which such parties collectively reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholedetermine that local counsel is appropriate) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses (which may include, to the extent reasonably incurred, all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts) incurred in connection with the enforcement (whether through negotiationsenforcement, legal proceedings attempted enforcement, or otherwise) 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 of the Borrower hereunder or under any of the other Loan Documents and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all respective Attorney Costs 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, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented fees and out-of-pocket expenses incurred by any Agentcosts of counsel. All amounts due under this Section 10.5 shall be payable not later than 30 days following written demand. The agreements in this ‎Section 10.04 Section 10.5 shall survive the termination of the Aggregate Total Revolving Credit Commitments and repayment of all other Obligations. 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers Backstop DIP Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiationsyndication, syndication 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx llp for any Costs and all reasonable out-of-pocket expenses of the foregoing Administrative Agent associated with creating and maintaining an electronic document delivery service and providing accounting for the Lenders, (b) to pay all actual out-of-pocket expenses of the Administrative Agent and the Backstop DIP Lenders in connection with the Transactions and other mattersCases, including primary syndicationAttorney Costs, 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 material to the interests of the Lenders taken as a whole) and (bc) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief LawLaw (other than the Cases), and including all respective Attorney Costs which shall be limited (i) prior to Attorney Costs the occurrence and continuance of an Event of Default, one counsel to the Lenders (collectively) and one counsel to the Administrative Agent and the Lead Arrangers other Agents (collectively) (and one local counsel as reasonably necessary to the Lenders (collectively) and one local counsel to the Administrative Agent and the other Agents (collectively) in each relevant applicable jurisdiction material and, in the event of any actual conflict of interest, one additional counsel to each of the affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the interests of Agents and the Lenders taken as a whole))Lenders. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any AgentAgent or Backstop DIP Lender. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section 10.04 Section 11.04 shall be paid within thirty five (305) days Business 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 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 Borrower within three Business Days of 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claimsdetail.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Documentation Agent and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation, syndication preparation and execution of and delivery of, and any amendment, supplement or modifications to, this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent other documents prepared in connection herewith or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including the Attorney Costs of (including all Attorney Costs, which shall be limited to one primary counsel (which shall be v) Xxxxxx Xxxxxx & Xxxxxxx llp for LLP, (w) one firm of local counsel in each appropriate jurisdiction, (x) one firm of regulatory counsel, (y) in the case of an actual or perceived conflict of interest, where the Administrative Agent has informed the Borrowers of such conflict, such other counsel, after receipt of consent of the Borrowers (such consent not to be unreasonably withheld or delayed), and (z) any other firm retained with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed), and including any and all of the foregoing in connection with the Transactions recording 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 material to the interests of the Lenders taken as a whole) filing fees and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, proceeding (including any proceeding under any Debtor Relief Bankruptcy Law, ) and including all respective Attorney Costs which shall be limited to Attorney Costs of one any 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 wholeAgent)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Loan Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of promptly following receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower 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 Borrower within three Business Days of the Closing Datedetail. 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Fourth Amendment and Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including all Attorney 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) LLP and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole) whole and (b) from and after the Closing Fourth Amendment and Restatement Effective Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (Lenders taken as a whole and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this ‎Section Section 10.04 shall be paid within thirty (30) days of 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 extent reasonably available, backup documentation supporting such reimbursement requestdetail; provided that that, with respect to the Closing Fourth Amendment and Restatement Effective Date, all amounts due under this ‎Section Section 10.04 shall be paid on the Closing Fourth Amendment and Restatement Effective Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing Fourth Amendment and Restatement Effective 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 its sole discretion. For the avoidance of doubt, this ‎Section Section 10.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, costs and expenses and disbursements arising from any non-Tax claimsclaim.

Attorney Costs and Expenses. The Borrower agrees (a) if the Restatement Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Custodian, the Paying Agent and the Lead Arrangers Document Custodian for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, 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 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall (I) in the case of the Administrative Agent and the Lenders, be limited to one primary counsel for the Administrative Agent (which shall be Xxxxxx Xxxxxx King & Xxxxxxx llp Spalding 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 Restatement Closing Date) and one local counsel for the Administrative Agent as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (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 Indemnitees)) and (II) in the case of the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian), be limited to one primary counsel for the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian) (which shall be Xxxxxx & Bird 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 Restatement Closing Date) and one local counsel for the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian) as reasonably necessary in each relevant jurisdiction material to the interests of the Collateral Agent 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 Indemnitees)) and (b) from and after the Restatement Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, Custodian, Paying Agent, the Lead Arrangers Document Custodian and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (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 legal proceeding, including any proceeding under any Debtor Relief Law), and including all respective Attorney Costs which shall (I) in the case of the Administrative Agent and the Lenders, be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel to the Administrative Agent as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a wholewhole (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 Indemnitees)) and (II) in the case of the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian), be limited to Attorney Costs of one counsel for the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian) (and one local counsel for the Collateral Agent (including in its capacities of Custodian, Paying Agent and Document Custodian) as reasonably necessary in each relevant jurisdiction material to the interests of the Collateral Agent 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 Indemnitees)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this ‎Section 10.04 Section 11.04 shall survive the termination of the Aggregate Commitments and Commitments, the repayment of all other ObligationsObligations and the resignation or removal of the Administrative Agent and each Agent. All amounts due under this ‎Section 10.04 Section 11.04 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 extent reasonably available, backup documentation supporting such reimbursement request; provided that that, with respect to the Restatement Closing Date, all amounts due under this ‎Section 10.04 Section 11.04 shall be paid on the Restatement Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Restatement 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 its sole discretion. For the avoidance of doubt, this ‎Section 10.04 Section 11.04 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.